Ultimate Aeon: Origins Reboot
by RECKLESS SOLDIER-MS
Summary: The world has changed in an instant, Sven Reilly wakes up in a world unbelievably worse than the one he has left behind. Guided by a mysterious voice, Sven must join with the heroes of a world on the verge of Armageddon, but he faces obstacles from men he once considered heroes. A new hope must rise to not only save one world but all of reality as well.
1. Chapter 1

Disclaimer: I don't own Marvel

Hey guys, this is a remake of an earlier fic I tried doing. It became a bit of a mess as I involved crossovers with multiple alternate realities and the Exiles. This story takes place at first in the Ultimate Marvel universe, but the universe becomes very different and part of this fic is the discovery of why its suddenly changed. Its told through the eyes of my OC Sven Reilly.

This story was inspired by DC's Flashpoint universe but also by the various criticism I've heard about Ultimate Marvel (I'm guilty of criticising it myself) in regards to how bad things have gotten in that universe, so I looked at the history of some of the characters and I thought about just how bad things could get. This story is part of its own continuity but it at times subtly crosses with the fics of my Struggle of the Apprentice series, which sees a different look at the 616 universe. There will be introductions of Ultimate style 616 characters and one famous character from the 616 universe who will play an important role in the story.

Hope everyone enjoys

* * *

Ultimate Aeon: Origins reboot

Chapter 1: A different world

Waiting could be a very boring job, especially when you were waiting for a client. That was one part of Sven Reilly's job, waiting for someone with a problem to come to him. It was probably why he was falling behind on payments for his loan. The loan was legitimate of course, the biggest danger he suffered was eviction, not that he wouldn't be able to hold his own against a more illegitimate loaning organisation. Sven's private detective agency had been kick started by the banks investment and they wanted a return of the investment. But Sven had only been able to pay a quarter of the payment. Things had gone well at first but gradually Sven began to face set backs and his own personality got in his way.

One of the first jobs he was offered was by a man in Queens. Ben Parker went to Sven and asked him to find out what happened to his brother Richard Parker. It was at the time Sven's belief that Richard and his wife Mary Parker had died in a plane crash. But after a review of Parker's research and the memoirs of Bruce Banner some doubt began to be cast on exactly how they died. For the longest time there was clear evidence that Richard and Mary Parker were killed, foul play or not, when their plan went down but suddenly Sven looked back through his investigation and found new traces of evidence that he swore were not there before, evidence that suggested that Richard and Mary Parker died after Bruce Banner first became the Hulk. It was as if history itself had been rewritten, Sven couldn't explain it.

Sven liked mysteries; it had come from the uncertainty behind his own father's death when he was fifteen. At twenty five years old he was still just as dedicated to finding out the truth, whether it was a relatives involvement in a family members suspicious death, a child's location after they had runaway or whether a husband was cheating on their wife Sven had dedicated himself to finding the truth. Of course he didn't always take contracts, which was probably his own undoing. People with grudges against super heroes once asked him to find out the identity of hells kitchen's resident vigilante Daredevil, L Thompson Lincoln had even offered him a small fortune to find out Spider-man's identity. But both times Sven chose not to take the cases, because whilst the Daily Bugle and other ignorant parties looked at the surface of a masked man, Sven sought out answers from the police, the rescue services and the people they had helped. From those investigations he discovered that men like Spider-man and Daredevil were heroes and that revealing their identities would be far from the greater good.

Of course it didn't matter, all truths came out eventually. Nick Fury and S.H.I.E.L.D's less than legal activities, the true origins of the mutants and the identities of the city's idols. Daredevil had been blind, charitable lawyer Matthew Murdock and Spider-man was Peter Parker, the son of the very people whom had started Sven's fascination with the unexplained. Ultimatum and S.H.I.E.L.D's own civil war had cost many lives. The X-men disbanded and stayed disbanded despite the nickname of the Utopia residents. It seemed counter to Xavier's dream of integration for mutants to be further separated.

'I suppose its better than the alternative,' Sven thought, remembering the time mutants were shot on the streets.

One of the members of staff at his agency was a mutant. Kyle Crowner could talk to technology, he couldn't control it, he could just find out what kind of data a computer had. It wasn't a harmful power, but he still faced great difficulty. So Kyle and Sven kept his abilities a secret, even when the new president Steve Rogers declared that all mutants be depowered or went to Utopia Kyle chose to stay hidden. He was an American citizen; his grandparents had earned the right to be Americans after they immigrated, working on the Manhattan project.

"Still obsessing?" Kyle asked, tilting his glasses.

Sven looked at his friend and smiled. Whilst waiting for clients Sven would always look at his 'obsession board' as Jack called it. Jack was another worker at the office; earning the best wage Sven could give him. For Jack his hardship hadn't come from mutation or being the grandson of immigrants, he had a criminal record. Jack had been convicted of driving under the influence, no one was hurt but it served as a wake up call to Jack. He sobered up and did his time, but even places like McDonalds were stingy about giving criminals second chances. Jack wasn't a murderer or a thief; he had just made a stupid mistake.

"How about you obsess over a new case, I'm sure there are some rich guys wanting to know if their wives are being faithful, anyway I bought the burritos," Jack smiled as he dumped the contents of the paper bag he carried onto the desk.

"Way to take the fast out of fast food Jack," Kyle groaned.

Sven stayed in his usual position, standing looking at the board with his hand on his chin. The board had been loaded with stories and cases of the extraordinary and unexplainable. Cases such as the Fantastic Four, the Thing shedding his rock form, only to later appear in rock form again as if Reed Richard's betrayal hadn't happened when it had. Some things could be explained, the Beast turning up alive when the X-men previously buried him, the inclusion of a terrorist from the Liberators in a black ops team known as the Avengers. Fury liked to think he kept that work secret but there wasn't a lot of secrecy involved in a destructive chase through Paris and a fight with some demonic creature in Washington.

"Sven, we're going to take your burrito," Jack said.

Sven shook his head and turned to the table.

"Nice, forgive me for having a passion besides food and cars Jack," Sven chuckled.

"Hey I like to eat, I burn off all the calories anyway and cars can be pretty fascinating when you open the hood. Its just you're looking at that board like the main character of one of those thrillers where you know the guys going to turn out insane or the main villain," Jack explained.

"I know, its just so much has happened, I cant help but feel like there was more that could be done," Sven sighed.

"Is this about Peter Parker's death, I don't mean any disrespect but when are people going to get over that? Sure he was a hero but heroes die and his successor isn't that bad, hell he's a lot better than those idiots in the Ultimates!"

"Says the guy who was excited when their formation was announced," Jack smirked at Kyle.

"That was before people knew who they really were, then you find out that they don't actually fight for the world, that its all about the big America and don't get me wrong I love my country but we're better off than people say we are," Kyle explained.

"Here he goes again," Jack whispered to Sven.

"I am not ranting, I am talking truth, they spent more time fighting each other than they actually did saving the world and what are they doing when super villains are escaping the Raft, they're fighting each other, even a retard could see that's counterproductive!"

"Someone talking about me?" a voice asked from the doorway.

Sven smiled as one of his close friends entered. Rick was diagnosed with a mild cognitive disability. He was a hard worker and very independent, so much so that he didn't need any carers. All of his friends were genuine friends.

"We're talking about your fellow idiots in the Ultimates," Jack said.

Rick also had a good sense of humour, he only took offence if something was meant for offence or said ignorantly.

"So Kyle is ranting again?" Rick asked, smiling as Kyle glared at him.

The three men laughed as Kyle growled in frustration. Sven stood up, grabbing his coat from his chair.

"I'm heading out, give me a call if any clients come in," he said as he put the blue coat on.

He sighed as he ran a hand through his dark hair. Barely six years had passed since Peter Parker first appeared, sparking the age of the super hero. But that age was long gone, the people didn't have as much faith in heroes as they used to. That probably didn't matter to the Ultimates, they didn't fight for the real world after all. Their fights all took place in the shadows and when those shadows came for the ordinary people, the people living on the streets they were no where in sight. What were the heroes doing when Magneto was plotting in the Savage Land? Where were the heroes when Charles Xavier's ideas were dying? Why didn't the heroes do anything when the civil rights of millions of people were being abused? They were all questions Sven asked everyday. He stopped at the propaganda poster of president Steve Rogers and sighed.

"What difference did you really make?" he asked out loud.

"Contemplating the meaning of life again?"

Sven gasped slightly as he felt a pair of hands grip his shoulders. He turned, coming mouth to mouth with his girlfriend Faith. The girl moaned as Sven gripped her hips. People always joked that Faith could have been a guy, though that was before they got a look at her face. She had freckles and rose coloured hair. Her hair wasn't dyed; it was naturally bought on by her mutation. She had a form of subtle psychic abilities, to anyone else it would seem like she was just had natural empathy. But to a police squadron she was an abomination. In Sven's eyes she was the most beautiful woman he had ever met, the fact that she had never worn a dress in her life was never off putting. She wasn't a typical girly girl either, wearing jeans and tank tops. Faith coached kickboxing at the local gym and tended a bar on the side.

"I know that look, you've been thinking too much haven't you?" Faith asked.

"Someone at the office has to do it," Sven grinned.

"Very funny, I mean thinking about things they have no control over, what was it Laura liked to say…oh yeah 'accept the things you cannot change, have the courage to try and the wisdom to know the difference'," Faith explained.

Sven put on a smile, but Faith wasn't fooled.

"You can't keep blaming yourself, what happened to Laura…"

"What happened to Laura was my fault Faith, I didn't talk, at all, I could see that something was going on between her and Cade and I couldn't accept it. We all thought she was sick, that she was seeing ghosts everywhere but what if that wasn't the case, what if she wasn't wrong about seeing spirits, likewise what if Cade didn't really kill her…a liar will change his story, seven years to this day and Cade still hasn't changed his story," he explained.

"Lets just not talk about it right now, lets just focus on something else," she sighed.

Sven put his arm around Faith. Seven years ago, before Sven and Faith admitted how they felt about one another, two of their childhood friends faced their own problems. Laura and Cade were sweethearts and kindred spirits. Both had troubled childhoods and abusive parents, but the foster system got them away from their parents and brought them together. Most ignorant people assumed they were in some kind of incestuous relationship but they weren't brother and sister. They went from friends to lovers and Sven had no doubt that they would've married one another. But just like many of the other great mysteries of his life, his friends began to exhibit strange behaviour, seeing things that weren't possible. He paid attention to them, but he never thought that anything was wrong.

"It isn't your fault," Faith whispered to him, placing a kiss on his cheek.

"Thanks Faith," Sven paused as he picked up his phone. "Well here's something I can sort out, a client has come in with a job, catch up with you later?" he asked.

"Don't be late," she smiled.

"You'll still be happy I'm there," Sven grinned as he turned and walked away.

Sven began making his way back down the street, back towards his office. He stopped as Spider-man swung past him, holding Bombshell with Cloak and Dagger beside him. The sight made Sven smile, there were still heroes active but the Ultimates were officially disbanded. People called the new Spider-man's group the New Ultimates. Of course the name always got Kyle ranting about how the golden age of heroes was over. Sven had to agree, the quantity of heroes had been reduced and one could argue about their quality too. But Sven had seen the new Spider-man in action; he was just as clumsy and lucky as Peter but also just as driven.

"I don't think the age of heroes has ended just yet," Sven reminded himself of the hope that was still present in the world.

"Indeed it hasn't!"

Sven paused at the doorway to his office. He squeezed his hand into a fist and opened the door. Kyle and the others were gone; there was no trace of them. In their place was a man in a red coat. He moved his hand, raising his finger to his lip as if to hush Sven. The investigator looked across the room, the windows were intact and there was no indication that that the intruder had broken something to get in. His friend's burritos were still around the floor as if they had been dropped.

"Good to see you aren't a kid this time, though still significantly younger than your counterpart," the man in the red coat said.

Sven looked at the man's face, squinting his eyes. It was strange but the man's very face seemed to blur. The man pointed to the window and the storm that had begun gathering outside. Sven moved as if responding to a command. He looked out of the window and widened his eyes at what he saw. The very sky itself had been torn open, tornadoes and debris fell out of the void. It was unlike anything Sven had even seen before and he had been around when Galactus invaded the planet. He shielded his eyes as a bright light shined out of the singularity. Balls of fire began crashing into the buildings, but that wasn't what was killing people. Sven looked at the streets and much to his shock saw people fade away.

"What the hell?" he gasped.

"I am sorry," the man in the red coat, said, appearing behind Sven.

He clapped his hand on Sven's shoulder. Sven felt a jolt of energy rush over him before the mysterious man disappeared.

"You must get to project Aeon, no matter what stands in your way," a voice spoke in his mind.

"Damn it," Sven said.

He ran out of his office just as a fireball crashed through the roof. As Sven ran through the streets he thought of his friends, wondering where Kyle and the others had gone. He came to the worst conclusion of all as he saw the New Ultimates fade away completely. The world itself was falling apart, people were fading away and even the stars themselves were changing. Sven looked up at the sky in shock, the sun was out at night yet it was still dark. Reality itself was changing in impossible ways. He had read of the incredible things the heroes had done in their lives and he had been open minded, not ignorantly believing that they had never discovered Atlantis or had never saved the world. Sven gasped as the floor beneath him began to fade. He ran as fast as he could, realising that his friends had disappeared.

"Faith," he whispered, thinking of his girlfriend.

She was all that mattered now, if the world really was ending then he would find her. He stopped and looked up at the sky, a helicarrier was falling, falling dead centre towards the heart of the city. The explosion generated no shock wave but Sven could see the mushroom cloud rising into the sky, only to be swallowed by the singularity.

"SVEN!"

He turned his head and sighed in relief. Faith was right in front of him, alive and well and more beautiful than ever. They looked one another in the eyes and knew what they had to do. If the world really was ending then they would spend their last moments with one another. Faith moved to grab the back of Sven's head and Sven opened his mouth, ready to accept her into his arms and to kiss her.

"I love you," Faith said.

She faded before their lips could touch. Sven looked at where she had stood and gripped his head as tears began falling down his face. He put his hands to his eyes and yelled louder than he had ever yelled in his life.

* * *

He awoke gasping for air, sweat having drenched his body. The young man looked at his surroundings, everything was dark but he was still in a bedroom. It was his bedroom but it looked like he lived alone. Strangely there was also a large number of bottles across the floor, then it hit him, the hangover. He had a hangover once and he hated it, swearing off heavy drinking because of how bad it could make him feel. Sven got off of his bed and looked at the empty spot on it. There was no sign of anyone having slept beside him.

"Faith, where are you?" he wondered.

Sven started by turning the lights on, or at least trying to. There was no power, so Sven opted for natural light. He opened the curtains, stinging his eyes with the natural light. When he recovered enough to look outside he widened his eyes. The city was different from what he remembered. It wasn't just something simple like the streets being more filthy, the people angrier and the traffic less but the very structure of the buildings and sky itself had been occupied by things he never thought he would see. Helicarriers were flying across the sky, actually patrolling the surface of New York city, there were also air balloons as well but much more advanced and with the familiar look of the red and gold stark technology. Then there were the signs; huge billboards had been put on the buildings showing holographic images of a man who was dead to Sven, a man who should be dead. Steve Rogers, AKA Captain America, yet he wasn't the Steve Rogers Sven had seen become president. He wore some kind of blue military uniform that only slightly resembled his ww2 outfit, lacking any of the markings. Most astonishing of all was the eye patch over his right eye.

"Join the Ultimates and protect your home country, we have been victorious in our defence of Washington, now the rest of our nation will follow, soon mutants will be driven from the face of the Earth," upon hearing the man's words Sven began to think that there was no way he was Captain America.

A harsh knock at his door caused Sven to turn. Before he knew it the door was being kicked down and armed men entered.

"Good to see you again Reilly, sober this time I see," a clean-shaven blonde haired man said as he followed the armoured troopers.

Sven narrowed his eyes at the man; he wore a black chest plate with glowing white circles on it, a pair of fingerless gloves and a hammer was strapped to his belt.

"Thor," Sven said.

"That's Sergeant Golmen to you Reilly, we aren't friends, search the place from top to bottom, check the bed too he'll definitely have one there," 'Thor' or at least the man who looked like Thor without a beard smiled cruelly as the armoured men threw the bedding aside.

"What is this?" Sven asked, stepping towards Thor.

"It's the daily inspection, don't tell me you've forgotten, we've been carrying it out every week for three years," Thor said.

"What do you mean? You cant just barge in here and demand to look at my home, where is your warrant?" Sven demanded.

"We don't need warrants anymore, we don't even need warrants to search the houses of non mutant sympathisers," the blonde haired man explained.

"We haven't found anything sir," one of the troopers said.

Thor smirked before releasing a tiny bolt from his hammer. The electricity bought Sven to his knees.

"You know the rules by now Reilly, you don't talk back to your betters," Thor said.

"Thor, why are you doing this?" Sven asked.

"I am Sergeant Thorlief Golmen, NEVER FORGET THAT YOU MUTANT LOVING SCUM!" Thor yelled as he kicked Sven in the chest.

Sven coughed, clutching his chest in pain. The other soldiers huffed as they followed their leader out of the apartment complex. Sven gripped his chest as he stood up. He walked out into the corridor and saw that his home wasn't the only one that had been broken into. People were picking up their possessions with very pathetic looks in their eyes.

"What the hell has given these people the right to do this?" Sven wondered.

"ITS BECAUSE OF YOU!"

Sven looked behind him and saw a boy of about fourteen looking up at him. The boy had tears in his eyes, his father was nursing a broken hand and his mother looked as if she had been abused in some way too.

"THIS IS YOURS AND FAITHS FAULT!" the boy yelled.

"Faith, what has this got to do with her?" Sven asked.

"You were with that disgusting creature, you hid her from the government and when they found her you were marked, now this entire street will never know peace," the boy's mother explained.

"I'm glad they killed that bitch," her husband muttered.

"What?"

"Your bitch, they gunned her down in the streets like the dog that she was, I hope it hurt I hope it hurt as much as the rubble on the people in Washington," the man snarled.

Sven backed into his room and lowered his head. Faith was dead in this strange new world, Captain America was talking about going to war and Thor was a cruel bastard who talked as if he wasn't from Asgard. He looked around for his clothes, putting them on before grabbing his wallet and running down the apartment complex. The place was packed, Sven had difficulty moving without bumping into someone. He walked to the front desk and chimed the bell.

"What do you want?" the manager asked him with a glare.

"Do you have a computer here?" Sven asked.

"You've been living here for five years Reilly, no we don't have a computer," the man said.

'Wow, people don't like me, or mutants,' Sven thought.

Judging from the people he had run into so far people hated mutants more in this world than they ever did in Sven's.

"Where's the closest computer or internet café?" Sven asked.

"Across the street next to Tina's barber shop, whatever business you have take it over there," the manager said.

"Thank you and sorry for the trouble," Sven said.

He ran out of the apartment, gasping as Sentinels flew over the city and troop transport trucks rolled down the streets. Sven dug into his pocket and pulled out his phone, trying to contact his friends. Jack's number wasn't even on there and neither was Kyle's. He ran to the Internet café only find it being cleared out. The apparent owner was being dragged out with a growling wolf woman.

"Why are they taking him away?" Sven asked a nearby police officer.

He widened his eyes slightly, seeing the infamous vigilante Frank Castle. But he looked much different from the pictures Sven had seen in the papers.

"He broke the law, he was harbouring mutants, I'm sorry sir but you need to stay out of S.H.I.E.L.D's business," Castle said.

A S.H.I.E.L.D. trooper stabbed the wolf woman with a stun stick before throwing her into the back of a van. As soon as the vans drove away, looters began throwing bricks at the house and taking anything of value.

"Aren't you going to stop this?" Sven asked.

"I'm sorry but I have a family to think of," Castle said as he walked away.

Sven shook his head in denial. In the world he knew Steve Rogers was one of the most racially tolerable men he knew, a believer in free speech, Thor believed himself to be a god and Frank Castle would have rather died than let dirt bags steal a persons livelihood. He thought of so many questions, what had happened to his world? Where was he? Where was S.H.I.E.L.D and the real Ultimates? Just what had happened?

"It makes me sick too," a voice said behind Sven.

He turned around and gasped. Standing before him was another dad man, a man with a compassionate expression on his face, a face that was basically an older version of Sven himself, except he had greying hair and a moustache.

"What's with that expression? Are you drunk again son or have you forgotten your father?" Slade Reilly asked.

Sven suddenly jumped at the only familiar face in this world, wrapping his arms around his dad in a hug.

"I could never forget you," he said, not even trying to hold back the tears.

"Sven," Slade whispered, half in shock.

He then shared his hug with the boy and smiled.

"Have you decided to sober up?" he asked.

"Dad, I need to talk to you, its going to sound crazy but I need you to listen," Sven said.

"I'll always listen to you boy, always, now come on our favourite diner should still be open," the man smiled, patting Sven's back as he guided him down the street.

* * *

New York was unfortunately still full of scum in need of bringing down. At least that's what Spider-man felt. He swung furiously through the streets, chasing after his target. She wore a white coat over a pink costume, with gloves and a domino mask. Bombshell was running for her life, using her explosive blasts to launch herself onto rooftops. Spider-man however was faster, firing a web line at the back of her head. Bombshell rolled forward, dodging the line and firing a blast towards the man. He flipped over the blast however, retracting four mechanical legs from his back. The metallic arms snapped at Bombshell, forcing her on the defensive. She ducked and jumped to the side, only for Spider-man to suddenly fire a blast from his hand. The blast threw Bombshell back and she looked up at Spider-man in fear.

He wore a black suit with glowing red eyes and a spider symbol that also glowed red. Shocker gauntlets were strapped to his hands and a harness held other weapons included spider shaped throwing blades, grenades and two pistols. This Spider-man, whoever he might be was violent and seemingly set on killing Bombshell. He took a step forward, only for a blast to hit to the ground beneath him. Spider-man and Bombshell looked up, seeing a familiar figure, to them at least. He wore silver armour across his whole body, markings on the arms and legs seemed to mimic the lines of muscles, but the man's boots and gauntlets were futuristic, with glowing white lights on the wrists and circles on the palms of the hands. His helmet had a faceplate with slits that exposed his eyes and a circle on his chest that glowed.

"Iron man," Spider-man snarled.

"Stand down," Iron man said as he landed behind Spider-man.

"Yeah jerk," a third super hero arrived, landing between Spider-man and his target.

She was a red haired girl, wearing a pair of red trousers with sneakers, red gloves with bandages around her wrists and a sleeveless red top with an orange spider pattern on it. Spider-girl also had a bag strapped to her back and concealed her identity with a red mask that covered her eyes.

"Finally found me I see, why are you getting in my way?" Spider-man asked.

"Bombshell is one of us now," Iron man said.

"She's a criminal that needs to be put down!"

"Only because that was the only life my mother gave me," Bombshell retorted.

"We need your help Spider-man, the world is going out of control and we've all gathered to do something about it," Iron man raised his hand to push a few buttons on his wrist.

"We?" the lenses of Spider-man's mask widened slightly.

Holograms slowly began to appear around Spider-man. The holograms were so advanced that it actually seemed as if the people Iron man had called were present on the roof. They included a dark skinned man wearing body armour, with a sword and shield mounted on his back and a skull mask covering his face. Second came a blonde haired man wearing a dark blue suit. He had a red bulls eye symbol on his mask, which exposed his hair and covered his eyes with red lenses. A belt with two quivers on them was wrapped around his waist and a bow was strapped to his back. Third was a man wearing a costume that looked like a Batman rip off, except the theme was of an owl. Next to him stood a brown haired Chinese man wearing a yellow bandana in the style of a mask, with a black vest that left his chest bare, revealing a black tattoo that looked like a bird of some kind. The fifth super hero had a body made of glowing purple rock, with a white and black bodysuit. Sixth and last of the individual heroes was a woman with short black hair, she wore a black suit that was tight enough to reveal the curves of her body; claws had been attached to her gloves.

The last holograms to activate were all members of a singular group known as Existence. They were all dressed in regular civilian clothing. Leading them was a beautiful young woman with a mess of curly black hair and her apparent partner, the only one of the group to actually be wearing a costume. He was a brown haired boy and wore a blue suit with a yellow X on his chest and yellow armbands and boots. The third member of the group was a blue skinned man with yellow eyes, three fingered hands and a devils tail poking out of his jeans, he wore a black hooded jacket and a top with red and white stripes across it. Next to him stood a girl with blonde hair, wearing a pair of jeans and a blue shirt with a starburst pattern on the chest. The fifth member of the group was a girl no older than ten, wearing a hat with cat eyes and ears on it. She carried a green doop doll and some kind of wooden stick with eyes and a mouth. The final members of Existence were five identical blonde haired girls.

"We're the last line of defence for the entire world Spider-man," Iron man said.

"I think General Rogers would disagree," Spider-man huffed.

"We're to protect the world from General Rogers, and Magneto, the attack on Washington robbed us of all our leaders, Rogers has full authority of the American military…he's not only going to step up his final solution but he's going to launch a full scale assault on the Savage Land, our friends there confirmed that Magneto has also nearly finished his work on his own doomsday weapon and our source with the Ultimates also confirmed that Rogers intends to enter into an alliance with Latveria," Spider-girl explained.

"Count Doom, I thought he was an enemy," Spider-man said.

"Not to Rogers, you know the man's hatred of mutants, he's determined to wipe mutants out from the face of the Earth, that's why Existence has agreed to sign up. That's why we've all assembled, both heroes and villains," Iron man looked towards the heroes he had gathered, naming each one, "Taskmaster, Bullseye Barton, Hawk-Owl, Iron Fist, Mr Fantastic, the Cat and Existence members: Karen Grant, Magician, Kurt Wagner, Alison Blaire and Molly Hayes!"

"Don't forget Doop and Groot," the girl said eagerly.

"That's a stuffed toy kid, and I don't see how much good that retarded pencil lead will be," Spider-man huffed.

"I am Groot," said the said pencil lead.

"Good for you, this is a disaster waiting to happen Stark, the last heroes to oppose Rogers got their asses kicked, Moon Knight wised up and joined the army and we all know what happened to Murdock," Spider-man chuckled darkly, dragging his finger across his throat.

"That doesn't mean we shouldn't follow Daredevil's example, the Ultimates are constructing concentration camps across the nation and they're not just taking mutants away, there are other super power beings, space immigrants left from when Rogers destroyed the Skrull and Kree home world, his fear and hatred of the unknown is driving the world into a frenzy, he's even started arresting regular people whose only crimes were being the friend or family member of a mutant," Iron man explained.

"This isn't how the world should be," Magician sighed.

"Its how the world is," Spider-man said.

"We need to band together and stop this war before it happens, because something worse is coming than Magneto and Rogers," Iron man said.

"What are you talking about?" Spider-man asked.

"I was hacking government satellites the other day, I managed to get a fix on an object in deep space, it's some kind of ship almost the size of the planet. The energy it's giving off is massive, it seemed to park at a life bearing planet…and when it left the whole planet died," Iron man explained.

"What in the galaxy could have the power to wipe out an entire world?" Barton asked.

"I don't know, but the government isn't even looking into it," Spider-girl said.

"Which is why its up to us to find out wherever we can about this incoming threat, whatever it is may be alien in nature," Iron man said.

"Good luck trying to get any information on that front, most aliens are slaughtered before they can give an excuse," Cat sighed.

"There is one exception though, he was apparently discovered a few days ago, along with some kind of device that dropped out of the sky. The Ultimates have built a facility around it in the Mexico desert," Iron man explained.

"So that's why you want me?" Spider-man asked.

"You and Cat are an expert at breaking into high class security systems, my hacking and Karen's telepathy alone won't do it," Iron man said. "The Ultimates are calling this facility, Project Aeon!"

He stood on the roof, having watched the exchange between the last heroes of Earth. Loki kept his hair tied up in a ponytail and wore a white business suit with a green tie. He had to resist the urge to laugh at the sheer stupidity of the heroes. The god of mischief would have mocked his new masters own paradoxical plans if the man didn't appear behind him, bound in armour and black energy that shrouded his appearance.

"Everything seems to be going according to your plan, though what that plan is I'd like to know," Loki said.

"_**There is no need to know!" **_the armoured man said.

"Well you've deprived me of Asgard, turned my brother into a military grunt and robbed me of the other nine realms, this seems like a world destiny to fall apart, what are you hoping to achieve?" Loki asked.

_**"Suffering, this world and its people will suffer before the inevitable rebirth, then the suffering will continue anew."**_

Loki widened his eyes for a moment before smiling.

"I see, well thank you for giving me the perfect playground, I can cause a little mischief for a while without thinking of this world's fate," Loki smirked.

**_"Remember, let all of the pieces get to Project Aeon before you strike, you know what and whom are there."_**

"Oh I haven't forgotten, but he's coming to Earth…again it seems, tell me is it your intention to repeat the Cataclysm again?"

The dark figures eyes glowed a red colour as he created a holographic image of Sven Reilly.

**_"Of course, he will experience the suffering of the heroes and he will learn just how powerless they were, then he will fall and I will rise!"_**

Next Chapter 2: Differences

* * *

Hope everyone enjoyed the start, next time Sven tells his father about his troubles and finds out just how bad the world has gotten, including discovering Peter Parker's shocking new fate.

Some inspiration for the characters:

Iron Man: Design wise is a silver version of his classic eighties look, he is a Stark but a Stark we aren't that familiar with.

Spider-girl: The design was inspired by the Marvel Mangaverse Spider-girl. You could probably guess her identity, she actually said in the earlier Ultimate Spider-man series that she could have been Spider-man (or woman in this case).

Loki: The only Asgardian left on Earth, he's wearing the white suit he wore in New Ultimates (prior Ultimates vs Avengers) on a note that's probably off topic his design reminds me of Kimblee from Fullmetal Alchemist.

Steve Rogers: This is the guy whose been effected the most by this shift in reality, in combat he's like the version of Cap seen in the Age of X AU whilst out of it he wears a military uniform, giving him that dictator look.

Thor: The opposite of the Thor we know in Ultimates, a regular muscly guy with the tech to make him god like.


	2. Chapter 2

Disclaimer: I don't own Marvel

Hope everyone enjoys the chapter, today I show off the Ultimates side of things, how Rogers is preparing for war and the fate of Peter Parker.

* * *

Ultimate Aeon: Origins Reboot

Chapter 2: Differences

Sven remembered the time his dad first took him to his favourite diner. It had that classic look to it, booths facing the window, enabling you to see the people walking on the streets. In the years that followed Sven spent day after day eating at that diner, called the usual place. The street however was very different from what Sven had been used to. He could see where the buildings hadn't been looked after, tiles on the pavement had been cracked and there were more potholes in the road than Sven had ever seen in his life. The presence of the police was more evident, and they didn't seem to be accepted. Of course Slade wasn't nervous, unlike other people in the street. The man, or at least the man Sven remembered had led a successful career in the army and was an internal affairs agent of S.H.I.E.L.D. But Sven remembered his father being dead, since he was eight years old.

"The usual order please Margaret," Slade said to the woman at the checkout.

The pair took a booth that Sven remembered always using. Except he was usually with a close group of friends and not his dad.

"More and more I keep getting harassed by S.H.I.E.L.D. agents, there are rumours of a draft coming up, that brute Rogers cant just conscript people into his war," Slade frowned before lowering his head.

"How long has it been like this?" Sven asked.

"Rogers was around since the nineteen forties, he's been part of the Ultimates since its initial inception, ah it would be nice to have a super soldier serum that basically halts your aging," Slade explained. "Don't tell me you've forgotten your history!"

"That isn't my history, Captain America was lost on a mission and it wasn't until years later after Nick Fury became director of S.H.I.E.L.D. and launched his Ultimates plan that he was discovered, frozen in ice," Sven explained.

"That sounds like a very impressive but unlikely story," Slade said.

He narrowed his eyes at his son, despite looking tired Sven seemed to genuinely believe his own words. It wasn't a hallucination bought on by depression or alcohol, and Slade doubted it was the words of a madman. Even with the whole world going crazy he at least hoped that his son would be the one person to stay rational. The waitress bought their food over and Sven looked at them in slight shock. He again remembered when he was a child and his father bought him to the usual place, they ordered potato waffles with bacon.

"Where are mum and Kate?" Sven asked.

"In Texas, you should know that Sven," Slade said, slightly frustrated by his son's contradicting memory.

"Not how I remember it, they live in the family home, they've lived there since you died," Sven said.

"What are you talking about son?"

Sven looked away from his father, the man's hurt expression hurt him too. Quite frankly he didn't know for sure whether he was right or not, he knew that crazy people could have a collection of memories that they believe with all their soul to be true. Maybe his mind had forged an ideal vision of a dying world, a world where Thor and Captain America were heroes that had sacrificed themselves, a world where mutants had been stripped of their powers. But another part of Sven's mind told him that his supposed 'vision' of the world hadn't been perfect, people had died, billions of people had died and those heroes weren't perfect. Steve Rogers was as Slade said a bit of a brute, quick to be in the middle of a fight. Thor believed himself to truly be a god when Asgardians were debated as being a separate evolution of humanity. Then there was the situation with the mutants, how people across America had been given the right to shoot mutants without due process.

"I know this is going to sound insane, but please listen to me, I don't know whether I'm crazy or not but an hour ago I was in New York City. It was being repaired after a devastating attack by some kind of giant alien, we had lost our president but there was a new generation of heroes ready to protect the world, and I had Faith with me, that was the world I knew just an hour ago," Sven explained.

Slade put down his knife and fork and crossed his fingers together.

"Okay son, take it from the top, tell me everything you can," he said.

So Slade listened to a history of the universe that Sven knew. He remained silent, letting his son speak and never correcting him. Sven told him everything, about Captain America's fate, the formation of S.H.I.E.L.D. how Slade had himself been part of internal affairs for that agency but had been mysteriously killed under suspicious circumstances, thus sparking Sven's desire to be a detective. Even the news of his death did nothing to stop Slade from interrupting Sven as he told him about the mutants, how Charles Xavier had formed a school for mutants and a group of super heroes called the X-men. He told them about the Fantastic Four and Spider-man. Sven even went onto describe specific events, such as the tragedy of the Hulk's berserk rampage, the Ultimatum Wave and the deaths of the majority of the super hero community, how Spider-man was caught in the crossfire of Fury's fight with Danvers's Ultimates. His story even went into the issue of the Hydra invasion of America, Rogers's inauguration as president and the invasion of Galactus.

"The world was saved, or at least it seemed to be, then all of a sudden I'm seeing people disappearing, including the woman I love," Sven closed his story with the events that had passed an hour before.

Sven hoped his father was still as successful a detective as he remembered. Slade Reilly was rational, but if he saw connections he wouldn't ignore them no matter how trivial they seemed. His willingness to go deep into a case was what had made him so successful.

"Tell me about this voice you heard," Slade said.

"It was a voice in my head, I know that sounds crazy," Sven shot a look at Slade's raised eyebrows. "It said that I had to get to Project Aeon, that the world depended on it."

"Project Aeon? I may have a contact within the Ultimates, a trust worthy friend, if Project Aeon really does exist then I should know within a few hours. But some of these villains and heroes you talked about seem impossible, other than Spider-man," Slade explained.

"There is a Spider-man?" Sven asked.

"Yes, and a Spider-girl too, although Spider-girl made her debut first," Slade said.

"Do I own a bike dad?" Sven stood up and looked to the doorway.

"The Ultimates confiscated it, where are you going?" Slade asked as the young man ran to the doorway.

"Queens!"

* * *

Hank Pym truly hated his job, especially the superior and condescending attitude of his employer. He honestly imagined doing something better with his life than working with Steve Rogers in funding his private war. The general stood at the entrance to Pym's lab, looking over all of the projects that would fill the ranks of the Ultimates. Hank had to hide his glare at the man. He typed in his code for the door and entered the lab, causing Rogers to turn to him.

"Pym, you are late again," Rogers snarled.

"Forgive me for having a life outside of my private war Rogers, I had adjustments to make to the Jocasta software, why are you here anyway?" Hank asked, walking past the man.

He pulled off his coat, tucking it underneath his arm before he reached his workstation. After putting his stuff away Hank put on his lab coat and turned to the general.

"The G.I Ant-men ," Rogers said.

"Ah, the ridiculous idea from Ross's department, turn soldiers into super heroes, an army of growing and shrinking heroes that can talk to ants," Hank sighed as he picked up his helmet.

Years of research had enabled him to create a helmet that could mimic the signals Ants used to communicate. The helmet gave Hank a limited degree of control over ants as well. Rogers crossed his arms over his chest, intimidating Hank. He had at one point been a big fan of Captain America. But then the captain became the head of a national spy organisation and eventually the top cop of America. Though some still saw him as a hero, Hank Pym saw Steve Rogers for what he was, a bully. Rogers was so set in his hatred of mutants and his desire to see them wiped from the face of the Earth that he had stopped caring about the rest of the world. He didn't see that his actions was stirring panic and paranoia in the streets, the economy was in shambles and even the super hero community was against the government.

"My ants are used for scouting disaster zones, determining if there are people trapped under rubble, and the Ant-men will be the rescuers," Hank explained.

He was one of the few scientists who would stand up to Rogers, despite their differing sizes. Rogers glared at the doctor and knocked some of his equipment off of his desk. Hank's personal assistants, the robots Ultron and Vision squatted and picked up the papers.

"Your stress levels indicate that you are threatening the doctor General Rogers," Vision said.

"The doctor is well within his right to refuse to give you the formula if you are not using it for its intended purpose," Ultron said.

"Is that what you've resorted to Pym? Threatening me with these tin cans because you don't like my orders?" Rogers huffed.

"Correction: We are not made of tin but a durable aluminium foil reinforced with a carbon alloy, we are not cans either," Vision explained.

Ultron and Vision were both nearly identical, white machines that subtly mimicked a human frame with a mouth and two eyes. Whilst the first, Ultron was designed with antennas on the back of his head, Vision had a diamond shape on his forehead.

"That's right, you're glorified robot lab assistants, cold empty cans like I said," Rogers said.

"The more appropriate term is synthezoid," Vision said.

"This alloy of yours, its nonmagnetic right? In that case you should start mass producing and weaponizing them, these will be your orders from now on and I'll turn distribution of your growth formula over to Ross's team," Rogers explained.

"Orders? No, you cant turn them into weapons, that isn't what I built them for," Hank said.

Rogers slammed his knee into Hank's chest, bringing him to his knees.

"Never tell me what I can or cant do to end this threat Pym, you were a second rate scientist before I found you, your growth formula was a disaster, your personal life was a disaster. But then I gave you the data from Project Aeon; you owe the success of your Pym Particles to me, well now I am calling on you to pay in that debt Pym. Your growth formula can and will be used to create soldiers able to pass through the security systems of Fortress X, allowing our dedicated troops to pass through and destroy both the mutants and those savages," Steve Rogers spoke with absolute hatred, just as Hank remembered him speaking with the first day he began working for the Ultimates.

Hank stood up and watched as Rogers walked over to the second area of the lab, the one ran by Norman Osborn and Otto Octavius. They were primarily working on biotech and biochemical upgrades to enhance the performance of troops. Norman looked at the small cylinders of gas, his pride and joy the OZ serum. They had been placed on a rack with the main test subject strapped to a table in the gas chamber.

"What's the progress Osborn?" Rogers asked.

"We are ready to begin initial testing, comfortable in there Roderick?" Norman grinned as the man in the cell snarled.

"You bastards, you cant do this to people, I have rights damn it," the brown haired man fought against the straps, to the point where they began digging into his skin.

Pym looked at the scene in horror; Octavius and Osborn were Rogers's most valued scientists. When a man sought revenge regardless of the methods he would use it was only natural that he would recruit allies with as little morality as he had. The brave symbol of America's fight for freedom had devolved into a brute, a thug with no care for the symbol he represented. Or at least what the American flag was supposed to represent, Steve Rogers had turned the symbol into one of fear.

"Roderick Kingsley, consider this your execution," Rogers said.

"Execution? Is that what this country has been reduced to?" the man asked.

"Either you will die Roderick or you will be reborn with power enough to match any mutant, you should be thanking us, if this works out then you'll be more than just some punk with a rubber mask," Osborn said.

Roderick Kingsley laughed for a moment and spat at the glass. He looked at Rogers in particularly when he laughed, causing the general to step towards the glass. Osborn pushed a few buttons, rotating the table and tilting it upwards. Rogers looked at the common crook he had taken from his cell. Volunteers for super soldier enhancement had been scarce in the past few months, particularly when Rogers had given Osborn and Octavius autonomy to make a super soldier regardless of the cost.

"Look at yourself, you were once everyone's hero, people would look at your old recruitment poster and think 'with him I'm going to be all right' but now? Now they cant even stand the sight of you, the mere mention of you disgusts them because you've taken everything," Roderick explained.

"Says the career criminal," Otto smirked.

"Yeah I'm a common criminal, I pick pockets, I con, rob banks, steal art but I'm nothing compared to you, you rob people of their lives, their loves ones, you gather children in the street and murder them in cold blood…take a look in the mirror, you're afraid of the mutants but look at you, a super soldier with absolute authority has done more harm than any mutant could alone."

Hank lowered his head as soon as Roderick finished his speech. The man's earlier courage was replaced with fear as Rogers pushed a button on the console. Gas began to fill the chamber and Kingsley struggled more than ever against his bindings. His speech had invoked feelings of guilt in only one man. Hank walked back to his workstation, but that didn't stop him from hearing Kingsley's screams. The screams started out small, but gradually became louder, and Hank could tell that the man was crying. His muscles began to expand and his hair began to fall off.

"Fascinating," Osborn mused as the man's nails and canines grew in length.

Kingsley's ears grew and pointed outwards as his restraints snapped. His skin had changed to a yellow colour and he thrashed around like an animal. Kingsley the man was gone, replaced with a goblin like monster. He bashed his arms against the glass, roaring at Rogers. Though the man was gone, the monster could still remember hatred.

"Monstrous, completely unethical," Hank said, just loud enough for Rogers to hear him.

"This is all for the sake of justice, for our people whom have suffered because of Magneto's hatred," Rogers explained.

He slammed his hand against the console, pushing a button that electrified the floor Kingsley was standing on. The man returned in a way, screaming in agony before his death.

"Put the gas into a inhaler form, give it to the troops and say that it's an immune system booster for the environment in the savage land," Rogers said.

"But sir there is nothing wrong with the environment there, in fact it's cleaner than ours," Octavius said.

"However the soldiers don't know that do they," Rogers didn't even turn to look back at the scientists as he walked away.

"We'd best get started on a cure then, we don't want this becoming a suicide mission," Octavius said.

"I think that's the General's intention old friend," Osborn said.

Pym slammed his hands against his desk. Science was supposed to be used to help people, instead it had been turned on the populace, used as a tool to promote order and fear, like the concept of god. Mutants had been revealed to be created by America, and Rogers used that as a rallying cry for the government to take back what was there's. Mutants were imprisoned, put into camps; Sentinel drones even began tracking the latent gene in ordinary humans, hunting and imprisoning people who would be the parents or grandparents of mutants. The Ultimates private army of troopers also took reporters and politicians who spoke out in some way against the martial law Rogers had set. There was no more tolerance left in America and the rest of the world was suffering for it.

* * *

Sven looked at the TV screen in the back of the taxi he had commandeered. He watched the news report in shock, still clinging to the futile hope that he was experiencing some kind of nightmare. In a way it was all a nightmare, nightmares had become the new reality of the world. London had been destroyed, decimated by a gigantic wave. Namor had taken credit for the attack, and Namor was under the employ of a man who was making his intentions clear in the TV report. Magneto sat on a metal throne; the camera recording him was shaking because the reporter was not partaking in the interview willingly. Even under the telepathic control of Psylocke his fear was still showing. Erik Lensherr wanted it that way, he wanted people to experience the same fear he had experienced growing up.

Magneto looked different in the new reality just as every other person Sven remembered. He wore a futuristic red suit with grey armoured plates and a purple cloak, his signature red and black helmet had been placed on his arm rest, revealing Magneto's bald head. For some reason he had shaved all of the hair from his face and head, it didn't make him look at all younger. In fact Erik's age and hatred was apparent, the whole world could see the glare of fury in his eyes. But it seemed different to Sven now; Magneto's anger seemed more righteous than it did before. He appeared as more of a furious monarch and not as a megalomaniac.

"Homo-inferior, listen to my words, for too long my kind and I homo-superior have lived in the shadow of your governments, denied our voice and our place in the world. The attack on London was in retaliation for an attack on our land, a failed attack by the European defence initiative and their Excalibur program, the number of the people whom died in London was repayment for the lives taken on our land. This attack and the attack on Washington are the demonstrations of our power, of what happens when you continue to wrong us and the attacks will continue so long as our people are held prisoner, so long as the people whom love and support our existence are murdered."

Two mutants suddenly bought out a man dressed in a familiar red, white and blue suit. Jamie Braddock looked like he had seen better days.

"This man murdered our people, and he laughed as he did so, but I have long accepted the flaws of humankind and I deliver this Ultimatum. You, humanity refuse to accept us as a part of you, you claim ownership of us, you deny us the right to love and above all you think impure thoughts, fantasies of us never having existed well know this…we are all human, we all want to live, if you wish to go on hating then hate me, for I am the one who has called for the deaths of your loved ones, I am the man whom has become evil itself to save my people," Magneto squeezed his hand into a fist, forming a fist on the floor itself.

The metal on the floor had literally come to life, flowing like water and shaping into a hand. A hand that tightened around Braddock, causing him to look at his surroundings in fear and desperation.

"No please, you cant…(gasp) Betsy, BETSY HELP GACK!" he gasped for breath, his skin turned red and he yelled in agony.

The agony came with every crack of his bones. People across the world turned away from their TV sets as Braddock's head exploded, spreading blood across Magneto's fortress.

"These are the tortures we will enact on those whom have wronged us, you deny us our humanity, thus we will deny you your humanity, if you keep trying to interfere," he said, causing the room to grow ever more silent.

His anger seemed to drop and for moment Sven saw regret in the man's eyes. He stood off of his throne and looked directly into the screen.

"You will not accept us, so we will leave," he said.

Even his own Brotherhood seemed shocked by his statement. Clearly this Magneto was different from the one Sven knew, unless he was lying.

"We are creating a new world, a Utopia for us to live in, if you allow us to recover our people then we will leave the world as it is, capable of being repaired," Magneto summoned his helmet and put it over his head, shrouding his face in the shadow. "You want mutants off of this world, then let us leave," he said before cutting the camera.

Sven leant back on his seat, processing everything he had seen. His instincts told him that it was far from the end of this conflict. Another part of it seemed as if someone was telling him that it wasn't over. He paid the taxi driver, ignoring the man's statement that it was about time the mutants left. The mutants were human, they had just been given a label to separate them from others. Sven never hated the mutants; he loved Faith with everything he was.

'What am I without her?' he asked himself.

There came a moment when Sven stopped on the streets of Queens, debating with himself whether he should turn back. He wondered what else he had in the world to fight for? His father and mother were divorced, the very personalities of his sister and mother had been altered, they hated his father. Whatever had changed the world hadn't just changed history but the people too it seemed. Unless the events that had been changed had shaped the people that had been affected.

'How, how did my family fall apart?' he wondered. "HOW DAMN IT!" he yelled.

As his tears fell to the floor, Sven's eyes let out a glow. Red markings on his skin shined for but a second. That second was enough to bombard Sven with images of his own world.

_An agent of S.H.I.E.L.D. stood at Sven's door. The boy looked up at the agent, a balding man with a look of kind sympathy across his face. His mother soon came up, preparing to lecture him about opening the door, only to stop as she looked at the agent._

"_Mrs Reilly," the agent said, he only needed to look at Sven to know that he was in the right house._

"_Where is my husband?" she asked._

"_Perhaps we should have this talk inside, away from Sven," the man said._

_He had introduced himself as agent Phil Coulson. Though Sven's mother sent him to his room, the boy stayed at the staircase to listen. Coulson told her that Slade's body had been found at a construction sight, shot through the heart with an untraceable rifle bullet. The death of his father pushed him to graduate college, to join internal affairs and to form his own investigation practice._

He then experienced images of a new world, a world he hated.

"_Daddy!" Sven screamed in delight._

_He jumped into his father's arms, he was finally home. He thought everything was going to be all right, only it wasn't. Arguments between Slade and his wife, Sven's mother became a frequent occurrence. There was no mystery in the Reilly household, thus nothing to push him into becoming an investigator. He spent the first half of his childhood comforting his sister whenever their parents fought._

"_I'm here, what are you complaining about?" Slade asked._

"_You're here but you're not here Slade, you're either on the phone or at your computer, when was the last time you looked at Sven or played with Kate?"_

"_I have a duty, Rogers needs men who support him, this Magneto character is getting too many followers to be a simple gang leader," he explained._

"_I know you have to protect the world, but don't forget about this world, about the world that's right in front of you, don't close me off."_

"_You cant understand, the things I've had to do to keep us safe, the decisions I've had to make."  
_

"_Concentration camps? Imprisoning people simply for having a mutant child, what if it was Kate would you give her up?"_

"_If it means protecting this country yes, forget their genes or their race and all that garbage about mutants being feared because they are misunderstood…those powers, make them DANGEROUS! REGARDLESS OF WHO THEY ARE!"_

"That's why," Sven said to himself. "Dad, is pro ultimate, he helped Rogers establish this tyrannical order, oh my god," he gasped, realising he had told someone in charge of the Ultimates about the voices he was hearing.

He ran as fast as he could down the streets, afraid that the numerous Sentinels flying overhead would be after him. They were just patrols, the new cops for mutants. The power growing inside of Sven was not born of mutation. He had no idea what was happening to him, only that it was tied into what had happened to the rest of the world. Sven stopped at the house he had originally intended to go to. It was just as he remembered it from the news reports on his world. The place Peter Parker had grown up in was famous after all. Except now it was run down, the windows were cracked, the pipes rusty and the wood work on the doors and fencing had decayed.

'This doesn't look like a happy place,' Sven thought, regretful that even the home of the Parkers had been decimated.

Even more hesitant than before, Sven walked up to the front door and slammed the knocker. He waited and waited but no response came. The doorbell was broken, and after a second knock with no response Sven began walking around the back of the house, looking through the window as he walked. He caught a glimpse of the inside, very little care had been taken of it, there were cracks in the walls, cobwebs gathered in the corners or on lamps. Dust was everywhere, save for a picture on the side of an old sofa that showed signs of being slept on, pillows and bed covers. The picture had been well kept, free of cracks and dust. It was of Ben and May Parker, happy standing side by side. There was sudden flash in Sven's eyes, he saw a boy, Peter Parker standing in the empty space between May and Ben. He blinked and saw that the space on the picture was empty again.

"What happened to the real Spider-man?" Sven wondered.

The sudden flash, the alteration of his reality blurred his senses. When he came back he heard the click of the twigs behind him seconds after they had happened. He felt the presence of the person behind him seconds after the sneak attack began. Sven turned and met the surface of a baseball bat. His vision blurred as he fell to the ground.

* * *

He crawled out of the rubble, looking at his surroundings in confusion. His clothes were in shreds and his trousers were barely holding. They had been stretched to twice his size. The past few minutes had been a blur to him. He remembered meeting with the Parkers, showing him his lab.

'The Parkers,' Banner thought, focusing on the people first and the experiment last.

He waded through the rubble until he came to a sight that would haunt him forever. Bruce Banner widened his eyes in horror as he looked down on two bodies. A husband and a wife, his friends Richard and Mary Parker. Bruce put his hands to his head, remembering his experiment, an attempt to recreate the super soldier serum with gamma radiation. He and Parker had been so confident that it would work, Parker himself even bought his son along.

"Peter," Bruce gasped, realising a child had been present.

Bruce scanned the ground, for the first time in his life he found himself praying. He stopped as he saw a little white cloth. Walking over to the unmoving bundle, tears began to well in Bruce's eyes as he remembered what had actually happened. What stuck out in his mind was the roar and rage of a Hulk, a Hulk he had created, no that he had become. He hadn't just killed his friends, but their son as well.

* * *

Ben Parker always tried to remain optimistic. But the world had become such a hellish place, a place without hope. People had grown desperate and fearful in the troubling times. The Ultimates fought a war against the people of the United Nations. Steve Rogers promoted fear and hatred, all but destroying the American ideal of freedom and independence. The general's ideal was fear, trusting no one and watching them always, his ideal was hatred, find whatever reason and hate someone for it whether it was because they were different or because they didn't fall in line with his ideal of law, martial law was his method of governance. He had the world believe that it was at war with itself and everything else in the universe. Anything that was alien to him didn't deserve to live in his eyes. This ideal was so strong that most people didn't question his decision to have concentration camps built for mutants. The desperation and fear of the world had already cost Ben his life; he wasn't going to let it cost the lives of children.

"Sunder," the sudden arrival of one of those children (at least in mind) broke Ben from his thoughts on the world.

He turned away from the photo of his brother and he and turned to his charge. Sunder was a super strong giant of a man, but a gentle man nonetheless who disliked fighting. He was too big for even Ben's clothes, so the man had to wear rags taken from the street. For obvious reasons the younger kids Ben had taken in called Sunder, 'the Hodor man', a reference to a character in a popular book series that had unfortunately never quite made it to a TV show (in this universe).

"I'll be right there," Ben said.

"Sunder," the giant nodded his head and bent his back as he walked out of the door.

Ben opened the door at his bedside table and took out the revolver he kept. He hadn't used guns until the day his wife died, murdered by a criminal seeking to break into their house. Ben would have traded places with her in a second, May would have been more diplomatic concerning the man who had been sneaking around their house. But Ben could not afford diplomacy when the lives of his children were at stake. He walked down the stairs, through the corridors of the house and towards the basement. His charges were already waiting, looking at him with concern in their eyes.

They were all mutant children kicked out of their homes. But Ben had seen the humanity within each of them. Like Megan, despite her pink hair and bat like wings she had a kind heart, she was more like a pixie than a demon. Laurie's mutation had changed her skin to a blue colour and altered the rest of her body, though she looked beautiful she couldn't bear children or even feed them. She was however a charming and intelligent young woman. Kenji looked monstrous, with cybernetic wires running across his shifting body, he had no hands but his tentacles could create numerous objects, in a way Kenji was an artist and that was the humanity Ben saw. He stopped at one of the poorest souls changed by his mutation. The young man had been turned into a beast, with yellow cat like eyes and blue fur across his body, his hands were paws like a tiger and his feet were shaped like hands like an ape. His face looked human even with the fur and fish like fins stretching out of the sides of his face, perhaps to add even more insult to his humanity he had a reptilian tail and goat like horns.

"It'll be okay Hank," Ben said, trying to comfort the boy.

His mutation had cost him most of his intelligence but not his connection to his emotions. Hank McCoy hated his appearance and people's reaction to his appearance only made him more depressed over the state of the world.

"Sunder, Sunder," the giant of the family pointed to the basement.

Ben immediately walked down the steps, knowing that Sunder was afraid the angriest member of their group would do something rash. He saw the intruder tied up on a chair, half regaining consciousness with tears half falling from his face. But it wasn't because of Sarah, he wasn't even fully conscious to see the bone daggers she had pulled from her body. Despite looking like a regular nineteen year old brunette, Sarah Rushman hated the world more than anything, her own parents kicked her out when she started pulling extra bones out of her skin. Her bone structure had apparently become harder as well but other than that and her attitude, Sarah was human. They were all human.

"Put that down," Ben said.

"Like you aren't planning on doing the same thing," Sarah scowled.

"I just want to talk to him, go with the others and get some food from the pantry, and try to stay away from the windows."

Sarah kept her scowl as she walked upstairs. Ben turned to the table Sarah had put the man's personal effects on. His wallet had enough money for a taxi ride back into the city, a bankcard and an out of date takeout coupon. He also had a phone on him, or at least he did until Sarah had put a bone dagger through it. Ben focused on the photo of the man with someone whom must have been his girlfriend. She had a beautiful smile and hair coloured like a pink rose, either it was dyed of she was a mutant.

'Then perhaps he'll understand what I'm doing,' Ben thought.

He shoved the gun through his belt and covered it with his shirt. The young red haired man began to wake up, opening his blood shot eyes fully. He looked at his surroundings, as if he had woken up from a dream.

"Sorry about hitting you Mr Reilly," Ben said, reading the man's name on his bankcard.

"That's why I don't recognise Spider-man," Sven said, as if he hadn't heard Ben. "Because he's not the real Spider-man, he's not Peter," he lowered his head and cursed.

"Peter, what do you mean?" Ben asked.

"Your nephew, he was supposed to be Spider-man," Sven said.

A look of anger crossed Ben's face. Sven continued looking at the desperate man, he didn't care how the world was, everything he had seen so far wasn't how the world was supposed to be. Even as he saw images of just what was changing, even as he saw May Parker being shot instead of Ben he shook his head, denying that reality.

"My nephew is dead, he died when he just a baby," Ben snarled.

"Did he die with his parents in a plane crash, or was he buried by rubble during an experiment?" Sven asked.

Ben widened his eyes in shock before putting a hand to his gun. He pulled it free from his belt and raised it; just enough to make it clear that he had been angered.

"My nephew is not something to joke about, how do you know how his parents died?" he asked.

Sven shook the tears out of his eyes and looked up at Ben, doing everything he could to regain his composure. He remembered meeting Ben for the first time, the real first time and how he had failed him. The case file he had composed of Richard and Mary Parkers' complicated deaths flashed before his eyes, even as he told Ben Parker what he had only a few hours ago told his father. He once again put his faith in someone believing that the world was too hopeless to be real.

"Because you came to me and asked me to find it out, I asked you about the plane because that's how they originally died, then it changed, along with everything else. Your nephew Mr Parker lived, he wasn't supposed to live he lived, that is a fact, because in my world he lived to become one of the first great marvels of our time, he lived to become Spider-man!"

Next Chapter 3: Utopia

* * *

Hope everyone enjoyed the chapter, with Ben I at least wanted to include some good people left in the world :) With his father having been revealed, via his new memories as pro-ultimate, then Sven will have no one else to turn to. Sven will gain a fatherly figure who will help him try to restore reality, whilst Ben will be his reluctant ally, the theme of faith will be bought up alot with people trusting Sven because they well and truly believe that the world can not get any worse.

Magneto: His new look is based on a mix of his bald Marvel Now look, which will actually have an explanation for and his look in the recent Planet X storyline of Uncanny Avengers. He has somewhat of a new mindset to, less of a megalomaniac and more like his 616 counterpart, someone who actually believes that though what he does isn't right is for the greater good.

Hank: Picture that confident look he had in the first issues of the Ultimates, throw that aside and picture Bruce Banners look from the same comic. Hank never met Janet and he hasn't quite had success as a scientist, but he's arguably a more moral man than his original universe counterpart, or he at least wants to be.

Beast: Hank McCoy is probably someone who suffered the most from new reality as it has driven his mutation into overdrive. The nightmare of Hank McCoy is losing his intellect, becoming a true beast, here its happened and worst of all he knows its happened, he knows he was once an intelligent guy and it makes him very sad.

Sarah/Marrow: She only received a mention in the original Ultimate universe, here she's gone straight up to main character status. Like Hank the reality has altered her mutation, but in the opposite way. She has complete control of her abilities and looks like an ordinary girl whose just really pissed off with how the world has gotten.

Pixie: I went with the Age of X look for her, but not the mindset, she's the youngest of Ben's charges and the most hopeful too.

Ben: Had that sort of hippie look in the original ultimate universe, now he doesn't but he's not a badass or a soldier, just an ordinary man trying to do the right thing in a way that is different from how his wife would have done it.

Next time we go to the mutant side of things, as we see how the Savage Land and Magneto's Brotherhood has been changed by the new world.


	3. Chapter 3

Disclaimer: I don't own Marvel

Back with another update, revealing more alternates of famous characters and Ultimate versions of other 616 characters.

* * *

Ultimate Aeon: Origins Reboot

Chapter 3: Utopia

Sven looked up at Ben Parker and saw the fury in his eyes. He expected the man to kill him, or at the least to hit him. His story was unbelievable and part of Sven believed he truly was insane for believing his previous life existed. But every time he debated with himself giving up, turning away that world and accepting his new existence another voice within his head said no, don't accept this, deny this hellish world. He looked up and saw Ben's grip on his gun tighten, he truly wanted to hurt Sven. But for all this world had done to him, Ben Parker was still a good man who hated violence. Sarah Rushman on the other hand wasn't as fickle when it came to blood. Rushing past Ben, she slammed her fist into Sven's face, forcing him onto his back.

"You son of a bitch," she snarled, bone spikes stretching from her back.

She punched Sven again and drew her fist back for another punch. Bone claws stretched from her knuckles. Ben quickly grabbed her arm, stopping her from delivering a potentially fatal blow. His calm expression was enough to quench Sarah's anger, though she made a point to push her foot against Sven's groin as she rose.

"We should get rid of him, have Pixie show him his darkest nightmares," she said.

"I don't like doing that, I hate doing that," hysterical rage almost consumed the little girl until Sunder touched her shoulder affectionately.

"Sunder," he said softly.

Ben looked down at Sven again, noting the blood on his nose and the pathetically desperate look on his face. He picked the chair back up and began untying Sven.

"What are you doing?" Sarah asked.

"I hate to agree with Sarah but letting him go is dangerous," Kenji said.

"Mr Parker," even Laurie gave him a questioning look.

He dropped the ropes and helped Sven to his feet. The man then walked around Sven until he was facing him.

"Okay, tell me everything you know about this other world, and I mean everything," Ben said as he picked up another chair and sat down.

Sven sighed, partly in relief and another part with regret. He hated getting Ben involved but he needed an ally, he needed someone to help him. So like he had done with his father, Sven began telling Ben about another world, a world where he had died instead of his wife, a world where their nephew had gone on to become one of the city's greatest heroes.

* * *

Deep within the Savage land resided the mutant citadel. Magneto's palace was made entirely of metal, so every inch of his fortress was his to command. To match his role he had manipulated the palace until the insides resembled the grand halls of the fantasy and utopian novels he and Charles used to read. Everything about his world was perfect now, yet still humanity remained and prepared for a war of extermination against his kind. There wasn't even the opportunity for mutants to purge themselves of their powers anymore. Erik stood on his balcony, looking at the improved society he had created. In the Savage land, weather was controlled enabling the harvests to be rich and free of famine. Energy manipulating mutants worked on a rotation to provide the city with clean energy and nature was also allowed to flourish, the people, animals and plant life indigenous to the land were able to live and evolve under Erik's rule. Their leader Ka-Zar having lost his wife had even fallen in love with Erik's weather manipulator Storm. He watched the beautiful, dark skinned woman come down from the clouds, a torrent of rain wetted her long white hair. The locals of the Savage land and the physical mutations whom lived with them looked up in joy as Storm flew down towards them, her simple purple bikini and pants showed off her perfect figure, and tribal necklaces and bands decorated her wrists and neck. It was no wonder she was declared 'goddess of the harvest', the people of the Savage land had given her a black crown to symbolise her status as a goddess amongst them.

"Once again we will eat well tonight my goddess," Ka-Zar said, approaching the beauty in a way none did.

"Yes my love," Storm smiled before she and Ka-Zar passionately kissed.

It bought joy to Erik's heart to know that two people of vastly different worlds had found love. His society had become a place where humans and mutants could live together in peace.

'Perhaps, no I have already made my intentions clear, I must not go back now,' he thought.

"Father," a voice said behind him.

"Have more immigrants come?" he asked his daughter.

"Yes father, but there are two problems you may want to know about, they came with the transfer of immigrants, Psylocke detected them and Havok would like to kick them out," she explained.

Erik turned to his daughter; Polaris was like him a manipulator of electromagnetic fields and metals. She wore a green sleeveless body suit with a cloak and green metallic bands and a crown. Her green hair flowed from that crown and she used her own magnetic powers to levitate Erik's helmet to his hand.

"On an unrelated note father, as he asked you yet?" she asked.

"No my child, he's unfortunately too nervous," Erik smiled as he put his helmet and cloak on.

His people needed to see and identify him; the cloak and helmet had become part of his persona as a leader. That persona had bought him both fear and respect, which showed as he and his daughter walked off of the balcony, metallic platforms were their stairs, allowing them to walk down to the streets below. People looked at them in awe, for whilst Storm provided the harvest, Iceman protected the border and Psylocke tracked new citizens it was Magneto whom bought them all together.

"That man is a natural born leader, yet when it comes to admitting his feelings for me he's as helpless as Toad," Polaris said.

"Fear not my child, I already consider him a son," Erik said.

He stopped and smiled as his daughter's face lit up upon seeing whom was leading the immigrants. The black visor he wore covered most of his face, but his cheekbones, mouth and brown hair spoke of the handsome face he hid. A red ruby material was built into the visor, covering his eyes and his black bodysuit had red lines across the shoulders and hips. His serious expression changed and a smile formed on his mouth as Polaris rushed towards him. Once he saw Erik behind her he grew sheepish however and awkwardly returned the kiss Polaris gave him.

"Cyclops, I grew so worried," she said, wrapping her arms around her neck.

"Its okay Polaris, Magneto, I apologise for the trouble I may have caused but I really had no idea they were on the transport," Cyclops explained.

"No idea who was in the transport brother? The humans or those traitors from Existence?"

Cyclops turned to his brother; Havok was always opposing his decisions. Despite being the older brother, Havok did not have as much favour as Cyclops. He wore a black body suit with a series of white circles on his chest. His face was half covered by a black cowl with goggles covering his eyes. Beside him stood his lover and partner Wasp, an Asian woman wearing a yellow suit and black suit. Cyclops however was backed by not just the mutant immigrants he had bought to the Savage Land, but also by the team he led, the Brotherhood.

His squad consisted of Pyro, a blonde haired mutant from Australia. He wore a red armoured suit and visor that assisted him with controlling the flames he generated. Next to Pyro was Lady Avalanche, a nineteen year old woman dressed in a silver and blue suit with a helmet that left only her mouth exposed, befitting her name she could create vibrations in the ground, she wasn't a mutant however, she was an experiment by the American government to create super soldiers. Stood over the group was the heavy set Blob, his body mass consisted entirely of muscular fat, so it was difficult to spot a chin or even a neck on him. Most of his body was covered by a red bodysuit and the only bit of hair he had left was a blonde Mohawk. By his side as always was his best friend Toad, his skin was clear but goggles covered his toad like eyes. He wore a suit with a similar design to his fellow teammates, but it had a collar like a jesters uniform on it and was an orange and purple colour. The fifth and final member of the team was the most crucial, her illusion creation abilities enabled the team to move covertly into enemy territory. Lady Mastermind was the daughter of the previous Mastermind. During one human assault on the island Mastermind sacrificed his life to hide the island from the view of the American government. They of course found the island again but it gave Magneto the time he needed to build up a sizable defence force. Whilst Mastermind had been a grotesque man, his daughter was a blonde haired bombshell, so beautiful that people began to think she was casting and illusion. She wore a black suit that kept her shoulders and midriff exposed, black gloves with power boosting gauntlets were worn on her hands and another power booster had been put on her black collar.

"Admit it brother, you allowed the humans and the race traitors to get onto the same boat as our real people," Havok snarled.

"If you are suggesting that I am sabotaging the plan Havok then take your complaints to Magneto," Cyclops retorted.

"What is the meaning of this?" Magneto asked.

He walked in between the two brothers, preventing any kind of fight they could have had.

"I am sorry Magneto, but Scott allowed humans and traitors onto the ship, look at them," Havok motioned to the immigrants with disdain in his eyes.

"Perhaps it vould be better if I spoke for myself ja?" a voice asked from the crowd.

Magneto raised his eyes curiously as Kurt Wagner and Alison Blaire walked out of the crowd.

"This is Utopia, doesn't look very peaceful to me," Alison said.

"Forgive the deception Herr Lensherr, but ve had to see for ourselves vhether Utopia vas as you said it vas," Kurt explained.

"You will not address him by his slave name," Havok growled.

"Alex enough," Scott said.

"DON'T YOU CALL ME THAT EITHER!" Havok yelled.

"Please Kurt call me Erik," Magneto said softly.

Havok looked at his master in shock. Magneto pulled off his helmet and walked up to Kurt and Alison.

"I understand, your friends in Existence are unsure about whether they can fully trust me, whether I will keep my end of the bargain and leave this world…well I assure you my boy I am sincere, Utopia will be a place free of the corruption your world leaders have brought on," the man explained, speaking with a compassion his counterpart never had.

"What about the humans should we dispose of them?" Havok asked, rather too eager to kill for Magneto's taste.

"Psylocke, we have need of your powers now," Magneto spoke to the shadows.

The shadows themselves shifted into the shape of an attractive woman with a red tattoo over her eye. Again the shadows changed, fading away from the woman and revealing her true form. Her hair was dyed purple and styled into a bun; she wore a pink body suit, with loose sleeves that left her shoulders exposed. A butterfly aura appeared over her face as she scanned the minds of all of the immigrants, humans and mutants included.

"No one here has any ill intentions, they all just want to escape this world," Psylocke said as her butterfly aura passed. "Although I think you'll find that Nightcrawler and Dazzler are spying for Iron man," she added.

"Nightcrawler?"

"Dazzler?"

"We don't use slave names here," Havok said.

"Then we'll continue using the names our parents gave us," Kurt retorted.

"Although those last names were very catchy," Alison said.

"I see, the people of this planet are more desperate than it appears, very well, you can all stay in the Utopia we are building," Magneto said.

"WHAT!" Havok yelled. "How dare you let them stay here after all that they have done to our people?"

"They are our people Havok, they have grown disgusted with this world as we have, it is clear to me now that simply leaving this world will not be enough, there are those who hate it enough to leave it….I know what I must do now, Psylocke come with me to Xavier, we have much to do," Erik explained.

Havok watched Erik leave in confusion and then turned to his brother in anger. Cyclops was smiling, a rare occurrence for him considering what he would often see on the main land. Wasp touched Havok's cheek, calming him only slightly. He turned away from his lover and looked towards Polaris, she gave him an affection he could only dream of receiving. But Erik's faith in Cyclops wasn't just bought on by Polaris's love for him, he truly trusted Cyclops and saw in him a potential successor. No matter how much Wasp loved him, Havok would never be as liked as his brother. He turned to Wasp and kissed her on the lips, but she could tell that it was only to comfort himself.

"I'm still proud of you Havok," she said.

"I know Wasp, I know," Alex Summers lowered his head as he spoke.

"Well, I think its time we got you all some accommodation, please follow me and I'll show you where you will be staying, don't worry, there is plenty of room for everyone," Polaris explained as she led the newest residents of Utopia through the streets of the city.

"In time we will have perfected a power source that will make us self sufficient, unlike world governments we'd need not rely on fossils fuels or even trade agreements. Storm provides us with weather for harvests, allowing to grow our own food, we even have perfected machines to synthesise food from cloned animals," Cyclops provided a running commentary on the inner workings of the Savage land and their hopes for the future. "Citizens can work to provide for the city, acting as health care workers, social workers, bar tenders, shop keepers or they can pursue their passions, art, poetry and literature, we have recruited scientists from both the academic and private field. The accumulation of money and resources will no longer be an issue for us, only living," he explained.

The tour took the group to a park with a fountain displayed at its centre. New comers and residents alike looked up at the gold statue that stood atop the fountain, pointing forward as if to the future. The statue itself was of a bald man with a look of compassionate hope across his face, he wore a simply business suit, not a costume like many mutants did.

"Ha, Magneto's arrogant to make a statue of himself," Alison said.

"That isn't Magneto," Cyclops corrected her.

"Who is he?" Kurt asked.

"He's the man whom inspired all of this, someone father considered a brother before he died," Polaris looked up at the statue and smiled with admiration in her eyes. "Charles Xavier!"

* * *

Sven stood in silence, of course Ben was speaking with his family above him but within the basement everything was quiet. He had one again gone through the pain of remembering his old life, everything that had been taken from him. Once again he had put his faith in someone he thought that he knew he could trust. As Sven closed his story Ben remained silent, as silent as his father had been. He didn't say anything, he just went up to ground floor of his house and paced around, looking for something. Then began the arguments, Sarah tried telling Ben that Sven was crazy and that he couldn't be trusted. Ben however gave no reply and kept searching the house for whatever he felt he needed. Sven had no idea what it was, he could sense people's souls not their minds and from Ben's soul he felt sympathy, understanding, desperation, a torrent of emotions that Sven couldn't tell whether they were good or bad for his situation. Pixie and Sunder walked down into the basement and stared at Sven.

"Sunder," the giant said.

"I know right," Pixie said.

"Sunder!"

"Maybe we could, Ben's mind seems to be made up," the pink haired girl walked over to Sven and looked him in the eyes.

She suddenly slapped him across the face. Sven looked at the girl, confused by her sudden attack. She slapped him again and he grit his teeth together, annoyed not just by the slap but how casually she did it. When her hand came around for a third hit he grabbed her wrist.

"Why are you hitting me?" he asked.

"To test," she said, as casually as she had hit him.

"Test what?"

"Whether you are crazy or not, it seems you aren't," Pixie smiled as Sunder clapped his hands together joyfully.

"How exactly does slapping me determine whether I'm insane or not?" Sven asked.

"Well you see crazy people either enjoy pain, or they overreact to pain, instead of attacking me you asked quite reasonably why I was hitting you, and its clear you weren't enjoying the hits so its painfully obvious that you aren't crazy," the girl explained.

"Just when I think you're hiding an intelligence in that pointy eared head of yours, you prove me wrong Pixie," Kenji said, standing at the doorway with Laurie.

Sven got off his chair and looked towards Ben as the man walked down to meet him. He noticed two things, that Ben had a coat on and that he had a gun hidden in the pocket.

"I know where we can go to verify your story, but once I've taken you to them then we're done, I don't care whether what you say is true or not, if you think you can restore that other world then do it, I don't care whether I die but I'm not going to risk my life on some chance that what you say is true, once we reach the resistance we're done," Ben explained.

"Thank you," Sven said.

"You're seriously going to believe him?" Marrow asked.

"No I'm not, I'm going to take him to someone who would believe him," Ben said.

"Good luck saving the world Mr Reilly," Pixie said.

Sven remained silent as Ben walked with him towards the garage. Ben still had his own car, a clunky looking thing that had probably barely passed its road tests. It took a few turns of the key for Ben to get the car working but once it was the pair slowly began driving out of Queens. Pixie looked out of the window, watching the car drive away. Sarah suddenly yanked her away from it.

"Don't look out of the window, we have to remain hidden, if even one person saw you Ben would be in so much trouble," she said.

"I'm sorry its just I think that man was telling the truth," Pixie said.

"Despite what I said earlier I think Pixie is right," Kenji said.

Sarah then looked towards Laurie, "I believe that he believes what he was seeing was real, that doesn't mean he's right, " she said.

Sarah sighed, turning away from the teenagers and switching on the TV. At the same time Ben turned on the radio, both stations showed a broadcast from a pro Ultimates news station run by Betty Brant. Sarah widened her eyes slightly, seeing that Brant was standing outside the Daily Bugle building.

"There are moments in history in which laws have been broken out of misplaced good intentions, the law is put in place to protect us, but what happens when people who are supposed to protect public interest break the laws set by our government? Today we have seen the answer, five hours ago famous newspaper editor Jonah Jameson took in a dangerous super human fugitive not registered with the Ultimates." As Brant closed her initial speech, a profile image appeared of a brown haired teenager. He looked normal enough, wearing simple in fashion clothes and keeping his hair slicked forward.

"High school student Rick Jones is a classic example of unchecked power, his abilities resulted in the deaths of his family, instead of turning himself in he has gone on the run, resulting in two more deaths, high school student Kenny McFarlane and police officer Vincent Gonzales. At this point it is safe to assume that Jones is extremely dangerous and utterly without guilt, anyone would turn in him," Brant explained.

"Another change of this world, journalism is replaced with propaganda," Ben said.

"The latest people he has endangered however have not reported him, Jonah Jameson has long been known for his continued support of mutant and super human rights, his activism though has now taken a dangerous turn, forcing the Ultimates agents to take action," Brant continued as armoured men began to enter the Daily Bugle building.

"Wait…they're attacking the Bugle, DAMN IT!" Ben struck the wheel in his anger, veering slightly off course.

He regained control of the vehicle, overtaking a news van. Sven looked out of his window and rubbed his head, feeling a ringing sensation. He struggled to remember Jameson's relationship with Spider-man, his continued slandering, his support of mutant registration and the man's guilt over Peter's death. It was slowly fading, being replaced with memories of Jameson, campaigning against the Ultimates and their regime. His selfless actions were going to be silenced today, by soldiers acting on a single, hateful man's authority. Sven remembered the hope he felt when Rogers first took the oath of office, when he saved the country from Hydra and his heroic sacrifice to stop Galactus.

'How do I know that monsters name?' Sven wondered.

For every memory of his altered world he gained a memory from another world, a world that wasn't his own. Ben looked at his passenger, watching him grip his head as if suffering the worst migraine in history. Sven let out a yell as his eyes glowed red and lines across his skin glowed. He looked at his hands and his vision continually flickered between that of where he was now, and where another version of himself was. In most instances his hands were gloved, surrounded by grey and red armour, other times they were bare but the red markings still blinked across them. He slammed his hands against his eyes and the visions faded.

"Galactus," he said, suddenly and strangely to Ben.

"What?" Ben looked at him, confused by his sudden change.

"The Daily Bugle, that's where the resistance is isn't it?" Sven asked.

"It used to be, with the Ultimates storming it they'll soon find the base," Ben squeezed the wheel in anger.

"Keep going forward, we need to save them no matter what," Sven said.

"Easier said than done son."

"You don't understand, they're going to kill him, Jameson, Rick Jones, everyone in that building is going to die and Rogers will use Brant to cover it up and make it look like Jameson was the villain, when the truth, the gods honest truth is that what Rogers is doing now isn't just evil but counterproductive to our survival, he's not just provoking mutant kind," Sven explained.

"I'm sorry that they're going to die, but what can I do? TELL ME WHAT I'M SUPPOSED TO DO!" Ben yelled.

Sven widened his eyes for a moment, seeing in Ben's eyes the same desperation he had. The truth was that he didn't have all the answers, in fact he didn't have any. He buried his face in his hands and let out a drawn out sigh.

"I wish I knew," he said.

Ben slammed his foot down on the brake, stopping the car mere feet from the Ultimates roadblock. There stood armoured agents, alongside War Machine units that resembled the armour Rhodes wore as a member of Fury's Avengers. Sven looked at his hands again as the glow appeared across his skin.

"_Please!"_

He looked up, wondering where that voice had suddenly come from. It was calm and sounded familiar to Sven. Then he noticed something trickling down his eye, a tear, strange because even though Sven had plenty of reasons to cry it wasn't because he was sad.

'But why am I crying now?' he asked himself.

Then he and every person on Earth heard a voice that they knew all too well.

* * *

Erik walked through the corridors of his fortress, followed closely as always by Psylocke. He could feel her eyes on him, her psychic touch on his mind. Part of her was debating whether to kill him for his savage execution of her brother. Another part of her felt relieved, that her brother, whom she always thought of as a madman was finally gone.

"He was still your brother," Erik said, stopping at a metallic doorway.

"Jamie was a racist, stuck up, a drinker, womaniser, arrogant and a complete tosser, but he was always kind to Brian and I," Psylocke explained.

"And he looked at you for help, tell me Elizabeth why do you follow me?" he asked.

"I follow you because I believe in you Magneto, I believe you can lead us to Utopia just as everyone else here does."

Magneto opened the doors ahead of them bring them to another corridor. At the end of that corridor was a door that wasn't made of metal, a grand door that had to be opened through a pulley mechanism. One of the keepers of the gate stood waiting. Cain Marko began pulling the mechanism, his muscle bulging and sweat running down his face. Like Erik, Cain had shaved off his hair in memory of the man whom inspired their cause. The man whom Erik named his mutant-tracking device after. The Xavier unit was a biological machine, tubes of meat ran across the walls and connected to the back of a white skinned man, his body was devoid of any muscle and his bald head had been replaced with a live brain. Psylocke didn't wince for she came down often to the Xavier unit. Erik had taken the brain of his dead friend and fused it to another dead mutant named Caliban. Caliban had the power to sense other mutants and their powers, combined with Xavier's powerful brain, Magneto's connection to the Earth's magnetic field and Psylocke's psychic aura, the latter two would be able to link with the minds of every being on the planet, provided they weren't in a place that wasn't already shielded. They sifted through the thoughts of those people, finding something interesting in a certain man, information that contradicted what they knew about their world. Putting a pin in that though they moved onto what was their priority, contacting every person worthy of joining their Utopia.

"**People of Earth," **Magneto's voice resonated within them. **"Of America, of Europe, Africa, the East and those aliens hiding amongst humans, know that I have come to understand your hatred of this world that politicians and soldiers have created. It was never clear to me until now just how desperate some of you are to escape this world, my focus had always been on my people but now I realise you are my people. Once there was a man who fought for a dream, that mankind, not one man, not one woman or a single human but all races, genders and species, all of mankind could live in a world of peace. He died before that dream could be realised, I live to fulfil that dream and I know it is close, you all understand one another's grief and pain, because they gave you that pain, the Ultimates…yet I ask you not to fight, rather flee, flee this disgusting world they have polluted with industry and violence, flee this world where they have turned science into a weapon, where enslavement is referred to as progress and freedoms are traded for restricting laws," **the master of the Earth's magnetic field explained.

Sven and Ben looked at one another, they could both hear Magneto speak. Likewise, Jameson and Rick could also hear the mutant leader's speech. Sergeant Golmen stood outside the Bugle building and like Brant was confused by the bewildered expressions on civilians, and even some Ultimates agents. On a building opposite the Bugle, Spider-Girl gripped her head slightly before looking at the Bugle building.

"Even with you talking in my head Magneto, that's not going to stop me saving the people that need saving," she said.

**"But do not despair or waste your lives trying to change a world that can not be changed, become the ideal world, join the ideal world that we are creating, flee this world of savages and politicians and join us, unite for the sake of true peace and freedom. Leave this world to its inevitable self destruction and join us in creating a new world, I invite all of you to MY NEW WORLD ORDER!"**

Sven and Ben, like every other person Magneto had chosen gripped their heads as they experienced a sudden pain. Images were poured into their minds, of a ruined city.

"What was that?" Sven asked.

"You mean you don't remember, those are the ruins of Wakanda," Ben said.

"How the hell are people supposed to get to Wakanda? And what happened to Wakanda anyway? Forget it, we need to…"

"_Please!"_

Sven paused and then looked at the path ahead as his skin glowed again.

"Drive forward," he said.

"What are you crazy? Those barricades can stop tanks," Ben said.

"Don't worry I know what I have to do, please believe in me and trust me," Sven said, slapping his hand against Ben's shoulder.

The older man widened his eyes as he saw a ghostly silhouette around Sven. It was the form of a man in a red and blue suit, with black web markings across the red portions of the suit, and a black spider on the chest. Ben Parker felt a deep connection with the man, a connection so deep that he knew he could trust Sven. He looked towards the barricade and began to rev the engine.

Next Chapter 4: Rival

* * *

Hope everyone enjoyed the chapter, next time we take a break from Sven and introduce Cade Hunter, the man who might eventually become Deathblade, we never know with this world.

Also character looks:

Wasp: Based on her costume during the Uncanny Avenger's Planet X storyline, her relationship with Havok is also based on their current relationship. Fully embracing her mutant origins, Janet Van Dyne never married Hank Pym, never suffered with physical abuse and is very dedicated to Havok despite him having feelings for Polaris.

Polaris: In this universe the only surviving child of Magneto's due to unrevealed events, Lorna has a more stable personality and her costume is based on the one she wore during the X-men's fight against Vulcan in space.

Psylocke: She never met Proteus or had to transfer her mind into an Asian body. Being a mutant she also never got to work with British intelligence due to Rogers's regime. Playing the role of Magneto's telepath, Psylocke wears a costume similar in design to what her 616 counterpart wore when she first joined the X-men.

Cyclops and the Brotherhood: Scott's look is like Wasp and Magneto's based on the Planet X storyline. He is much more confident in his role as leader but is still very hesitant, despite being happy in his relationship with Polaris. Magneto sees him as a son, drawing on the brief mentor and student relationship they had in the first volume of Ultimate X-men. In a way Scott has surpassed his Ultimate counterpart and is a respected leader of the Brotherhood, named as such to honour Xavier. The individual members have looks inspired by their 616 looks with Blob's mohawk drawing from the X-men Evolution cartoon. Lady Avalanche is also an altered version of Ultimate Quake, showing true diversity in the Brotherhood team.

Ultimates SWAT team: Visually I imagine their armour to be like the Capekiller units seen in the 616 Civil War, flanked by War Machine armours based off of the one Rhose used in the Ultimate Avengers series.


	4. Chapter 4

Disclaimer: I don't own Marvel

Here we introduce the Altered Ultimate version of my OC Cade Hunter, AKA Deathblade, establishing mainly his altered past and opinion of the new world. As well as the introduction of altered Ultimate characters, the members of Cade Hunters army.

* * *

Ultimate Aeon: Origins Reboot

Chapter 4: Rival

The world had changed in the blink of an eye, yet he was still where he was before. Alls that had changed for Cade Hunter was the uniform he was wearing. His room was different of course, less comfort, then again a padded cell suddenly turning into a chrome room with an energy wall blocking your escape could ruin your comfort level. The location had also changed, it wasn't in a city, in fact Cade had no idea where his new prison was. Alls he knew was that his straight jacket had been replaced with a pure white suit and his hair, once ignored by the institute staff until it was unkempt was now completely shaved. He also knew that he had only just gotten here a few hours ago, but the guards regarded him as if he had been there for far longer. Cade began to understand his situation more when the new memories started to contradict his old ones. Within the cell of his new prison, or rather the prison he had always had Cade came to the conclusion that something, or someone had altered reality, including the circumstances behind his imprisonment.

"Laura," Cade muttered the name of the woman he loved.

He saw it again, the two of them walking across the street like a couple, the way they never had before. In the past life they had been lovers behind closed doors, never open in public about their relationship. Then it happened, twice in different ways, one he walked into her house to find her cut up body and the other he saw an anti-mutant bastard kill her in cold blood. Both times he had been arrested for different reasons, one he had been wrongfully convicted of the murder and the other he had avenged her death and been called 'a mutant sympathiser'. The prison was filled with mutants and the humans whom had tried to help them. It had a very Nazi death camp approach to how the prisoners were treated, though guards reinforced the point that no one was supposed to die. That didn't stop them from getting too overeager when 'disciplining' escapees. Cade could now remember multiple times guards walked past his cell, dragging either a body bag or a stretcher with a prisoner who never returned to his, or in some cases her cell. He already had to watch as Kitty Pryde was dragged away, it was such a tragedy for the woman whom survived the Ultimatum wave, the Nimrod attacks against mutants and the great cataclysm only for her neck to be broken by a sadistic anti mutant guard. Mutants had their powers dampened by collars of some kind; Cade didn't know the science behind the devices. His cell didn't have a window, that much hadn't changed.

What had changed was what he saw. Before he only saw the four walls of his cell and the nightmares in his sleep. Now he had a much broader view of the world. It had started when the new memories began to crop into his head. He would look at his hand and see a red glow run across his skin like cracks. Then he would see everything, all of the wrong things happening in the world. He could see mutants being hoarded into trucks, men and women gunning one another down for scraps of food and shelter. America was barely stable and the rest of the world was tearing itself apart. He saw Hank Pym, debating with himself whether he should overdose and take his research with him or submit his new plans to the General. He saw the mother of Mary Jane Watson reporting her neighbour Ben Parker, revealing him to be a mutant sympathiser. He saw Sabretooth and Mystique murdering prison guards.

'I see Magneto has finally decided to get his people out of here,' Cade thought.

He didn't care, at the time at least. Empires came and went and Magneto and Rogers were just as bad as one another in the long run. There was no leader capable of bringing total peace and prosperity to the world. The world was in need of fixing, but he didn't have the power to fix it. He couldn't even begin to imagine how he went about fixing it. With every vision he received of another world everything became clearer to him. The past world was on its way to destruction, even with the Cataclysm behind them. This new world he was living in was also on its way to destruction and another world, a world a different version of himself lived in was on its way to being completely repaired, to accomplishing wonders the likes of which this world could only imagine. He would see him, a man in black armour leading heroes that looked familiar and different to Cade, a version of Captain America who wasn't a racist, or a violent brute, a version of Spider-man who was married with a daughter of his own, an Xavier institute that was loved by the public, a reduced mutant population, a Carol Danvers with super powers and a team of young and old heroes. This world he saw was better, and a certainty formed in Cade's mind, that he was the one who made that world a reality and not just a possibility.

'But how do I make that world happen?' he wondered.

Then he remembered, that voice before the world changed.

"Find project Aeon," Cade said to himself as he got off the floor.

He looked at his hands again and again they were glowing. Cade gripped the collar of his shirt and began to tear at the fabric. He kept on tearing until he exposed the cracks across his skin, cracks from the energy building up inside him. Cade Hunter smirked as energy swirled around his hands, shaping into a pair of scythes. He knew exactly what to do to make that world a reality.

* * *

Magneto looked up at the memorial statue of his friend, his brother Charles. The streets were clear, everyone was enjoying Ali's concert. She was performing at a stadium Polaris built a few hours ago, lights blaring about the stage and Jubilee created fireworks for the sky. Magneto allowed his people the chance to unwind, to dance and drink their troubles away because they genuinely had the right. He was a Magneto better than his dead counterpart, and alls it took was the early deaths of his friend and children.

"Who am I my friend? Am I doing the right thing? Is this what you'd have wanted if your initial dream had failed?" he asked all measure of questions, looking to ghosts for answers.

Erik put on his helmet and flew towards his palace. He entered the main entrance hall and pulled his arms apart. The metal on the floor split, creating a tunnel for Erik to hover down. This tunnel led to an underground chamber. Evidence of its existence was spread throughout all of the savage land, chimneys allowed air to travel through into the chamber for the prisoner. The said prisoner was suspended above the floor by chains, his body was devoid of the muscle his previous versions were known for. Though he had been given air he was dehydrated and malnourished. James Howlett, also known as Logan and also Wolverine was a weak shadow of who he once was. Even his eyes were devoid of life, in a sense he was dead, his heart and lungs just hadn't accepted it yet.

"Keeping you alive has been a necessity up until now Logan, I needed to know whether mutant kind would live on beyond the first generation, if not then I would need to recreate the process that created mutants in the first place…that's no longer necessary," Magneto lowered his head in guilt as he waved his hand.

It was a magnetic signal to the chains. They began to pull on Wolverine's limbs. The chains themselves were Adamantium, just like his bones. Magneto stood for hours listening to the sound of Wolverine's flesh tearing, and looking at the fearful look in the broken man's eyes. The once living weapon's body was torn to pieces and Magneto stayed until the heart stopped beating.

"He's not the kind of man who could live in a world of peace, I regret having to kill him but he never would have agreed with leaving Earth. Logan would have been unwilling to make the sacrifices you have…Iron Man," Magneto turned to his latest ally.

The armoured man stood before the master of magnetism, completely confident in his ability to survive their encounter.

"Not many have lost as much as I have Erik, I've put every bit of money my company has into our plan, because something worse than the General is coming, something we wont survive," he explained.

"I know it was not easy for you," Erik sighed.

"No, my company can be recreated wherever we go, there's nothing else keeping me here, there was nothing keeping me here the day my son died."

"I know what it is to lose a child Iron man," Magneto said.

"Forget that, we'll be partners now and unlike you I'm not actually my name," Iron man said as he removed his helmet, revealing the face of a balding man in his late sixties. "Call me by my real name, Howard Stark!"

* * *

The cube was located within the N-Zone. Discovered by Reed Richards, the N-Zone is a space of dying stars and worlds. Built mainly to keep the prisoners inside, there was very little care for those prisoners. Soldiers whom guarded the prison were equipped with the best armour and weapons the Ultimates had to offer. But more importantly the facility itself was one of the hardest places to break into and out of. It was a fortress, automated turrets obliterated the residents of the N-Zone whom ever tried to break out. Super villains, unregistered mutants, even people who simply defied the new era were kept in joint wings of the prison. Problem prisoners, men and women considered to be the greatest threats to Steve Rogers were kept in the isolated wings, pocket dimensions within the N-Zone itself. The entry and exit portal was the most heavily guarded section of the prison. Escape through there was suicide, even for one of great skill.

"What's the situation?" Ultimates agent John Walker asked as the guards led him towards the cells.

"We wanted to keep it between just you and us sir, but during our hourly rounds we checked prisoner 1610's cell," one of the junior of the guards said.

"I recall that one, he hasn't been a problem since he got put off of suicide watch," John said.

"I think he might be a problem now sir," the second guard's nervous and fearful expression was a preview of the shocking sight Walker would behold.

He widened his eyes as he looked upon Cade Hunter's cell and saw nothing. The prisoner was gone, as if he had never been there. What no one noticed, what no one could notice was the subtle tear in the dimensional barrier. Something of great power had cut its way out of the N-Zone. Cade Hunter walked through the streets of New York, breathing natural air again. He found it exhilarating, having never realised just how much he missed freedom. But it was incomplete, it would forever remain incomplete. This hellish world had deprived him of the woman he loved, just like the previous world. Yet unlike that world he had power now, the power to punish those who took her from him. He just needed the tools now. Returning to the scene of her murder, the house, abandoned by its previous tenants. They had no idea what he had hidden within the basement. The foundation of bricks was still there as he expected them to be.

Long ago, in both versions of his world he had considered taking up arms as a vigilante. He considered taking the fight to those whom made victims. But he found love with a girl named Laura. He was going to marry her, until she was taken from him. People called him crazy, said that he had killed her but he knew in his soul that there was another to blame. He was certain of it, others deserved to be punished and he would not rest until he had punished every evil in the new world. Then he would destroy the evil that intended to destroy the world. He smashed his fist through the layers of bricks, the energy of his soul, or perhaps it was from the spiritual world, wherever the energy he wielded came from it protected him, increased his rate of healing. The bricks crumbled at his touch as he picked out the layers of armour he had designed. He put on the padded military fatigues, the Kevlar vest and shirt. But as each layer of clothing went onto his body it changed, the red and black energy shifted the very form of the clothes, turning what was once makeshift battle armour into practical yet terrifying plates of red and black armour. The armour covered in particular Cade's chest and shoulders; with what looked like scale mail on his sleeves and legs. He raised the mask to his face, feeling the object shift as if it had come alive. It enveloped his head, covering him like a mask, yet protecting him like a helmet. The mask was black but had red lines running from the nose in a V shape, over his scalp and towards the back of his head. His exposed eyes glowed red like the red portions of his armour.

Energy swirled in his hand, shaping into a sheath with a handle pointing out of the end of it. The guard of the sword stretched outward like two batwings, and a crescent blade was attached to the end of the handle. Cade clamped the blade onto his back and stretched his hands out. As if tearing through wrapping paper, Cade tore open a portal into the N-Zone. But he didn't appear at his old cell, he appeared at the isolated ward. The guards, dressed in armour to survive the toxic atmosphere of the N-Zone looked towards the new arrival in shock, they saw what Cade would see when he looked in the mirror. On his mask, below the nose was a set of teeth, making the mask look like a skull. The chin of the mask stretched past Cade's own chin and the teeth of the mask covered his cheeks. The guards were not looking at a man, or even an armoured knight, but a monster. Their bodies struck the ground before they could even scream. Images of their sins faded from Cade's eyes, with the sinners dead he would no longer be haunted by them. He cut through the armoured door one grand swipe at a time. The scythes he had summoned tore through metal and flesh until he arrived at the ward. Down a long corridor were the prisoners that Rogers most feared, the greatest threats in terms of their power to his regime. Many were people Cade despised, because many of them had a criminal past. But he didn't care for them, he wasn't approaching them as a hero looking for allies. He needed sacrificial pawns for his army, the kind of army his counterpart used.

"_**I have a proposition for you all," **_the mask distorted his voice, making it just as terrifying as the armour he wore and the power he wielded.

He raised his hand and energy from the entire ward flew into his hand. The blue sparks of electricity changed into a red swirling water, like blood it seeped through Cade's armour and into his skin. He felt renewed, charged with energy he used to create an atmosphere his pawns could breath. Each pawn stepped out one by one and with each one that came out Cade saw not only what this world had turned them into, but the sins they had committed as well. Eleven pawns for his plan.

First to come out was a man of living energy, he once went by the name Maxwell Dillon, but an industrial accident turned him into the electrically charged villain Electro. Trapped within a black suit that controlled his powers, only his face was shown. His skin glowed blue; you could see every vein underneath his skin. Again and again Cade saw people dying from electrocution or from a malfunction in electrical equipment, people in hospitals dying because machines vital to their treatment had been shut down.

Second came a woman who would have been considered beautiful once. Red hair, a body that was strong and flexible. Her face had been badly burned however, forcing her to wear a gold mask to conceal her deformity. She wore a black suit of military issue. Her sins involved assassination, stealing, torture and betrayal. Natasha Romanoff had earned her scars, she was every bit the person Cade remembered, the woman who betrayed the Ultimates to the Liberators, murdered Hawkeye's family and nearly drove the country to ruin, all for the sake of revenge and a profit. Cade wanted to kill her, but her spy skills would be useful.

The third pawn was someone Cade could consider respecting. He had green skin and wore some kind of blue robes that included a cloak. He was built like the Hulk yet did not suffer from the effects of a reduced intellect of blood lust. Drax had been one of the first alien species humanity had made contact with whom weren't invading. Per Rogers's legislation on the treatment of aliens, the military immediately opened fire on the first contact diplomats. Rogers then led a purge of Drax's species, only a few handful were left, but the ones who mattered to Drax were dead. His wife and child had been brutally murdered and he had been used as a guinea pig for super soldier experiments. Drax was stronger and more durable than any member of his species, he and the fifth pawn would be the powerhouses of the group.

Charlie-27 was as strong as Drax, but was human, his memories stripped away in exchange for strength. His current name was merely his serial number, one of many thousand attempts to create super soldiers. Charlie's soul however still retained his sins and memories, he had been an air force colonel and killed an entire alien species using a bomb created by Howard Stark. The mission haunted Charlie and resulted in not only the genocide of a species, but the deaths of Howard's wife and son. Charlie was dressed in a type of spiked harness designed to keep his Hulk level strength in check.

Another sole survivor of a dead species came in the form of the sixth pawn. Martinex's people were unique in the fact that they consumed energy for sustenance. Composed completely of crystal, Martinex and his people came to Earth attempting to peacefully negotiate for a food source. Howard Stark provided the food source in the form of his arc reactor technology, and for a moment it seemed like the negotiations would be successful. An anti alien group however blew up Martinex's ship and Rogers encouraged the riots that killed the last survivors of Martinex's people. Martinex himself had been labelled a criminal and locked away, yet his anger over how his people had been treated still remained even in his freedom.

Again Cade felt that he could understand the seventh pawn. She was a warrior like him, a natural in blade combat whom had been deprived of her true love. Gamora was also beautiful, her green skin and hair were not off putting, neither were the yellow rings around her eyes. Her people were still alive but Gamora had not been to her home planet in some time. She and her lover Peter Quill attempted to serve as examples to Earth of just how close humans could be with aliens. Rogers however captured and executed Peter and locked Gamora away.

The eighth pawn however was someone Cade despised. Remy LeBeau was a thief, a very good thief but someone who didn't have a high moral compass. He would serve only to keep himself alive. Gambit was considered a threat to the Ultimate regime because he had come very close to stealing and selling Rogers's shield, he had blown up and entire helicarrier to cover his escape. The man was dangerous, but predictable so Cade felt no reason to fear him.

That of course meant Cade's fears had to go to someone else. He was looking upon someone who had been called a myth before, often used in films and books to portray a species people thought of as fiction as well. The ninth pawn wore red armour, his skin was deathly pale and his eyes were blood red. His white hair rested on his shoulders and he smirked as some of the easily intimidated pawns quivered at the sight of him. He introduced himself as Vlad, which was true in a sense. Cade and the rest of the world knew him by the name of Dracula. His body count numbered in the thousands, he had been the first of the vampire species, a species that had been reduced to only himself. Rogers had the rest of the vampire species purged, but saw value in keeping Dracula alive for experimentation, he spared Dracula over Blade the vampire hunter, despite Blade's great role in the grand vampire purge. Dracula was no saint, but his species were not all killers, many relied on willing blood donors before Rogers had the secret charity disbanded.

The tenth member of Cade's group didn't have a trace of sins within her. She was a red haired beauty by the name of Mary, her only crime had been her genetics. Whilst most mutants had been the result of a Canadian super soldier experiment, Mary possessed naturally evolved genes that granted her increased agility, empathy and strength. She was perfect.

Cade looked away from the woman, not wanting to think about how much she looked like Laura. His attention was drawn to the final pawn, whom stepped out of his cell after the other pawns. He was someone who astonished Cade, because he could not see any kind of sin from him. His eyes were useless in the fact that the man's soul didn't have a history that Cade could see, so he could find no way to identify what he had done to become one of the greatest dangers to the Ultimate regime. The man himself didn't look like much, he wore a blue shirt with his sleeves rolled up and remarkably didn't have a trace of hair on his head or face.

_**"You've all been wronged in some way by Steven Rogers's regime, many of you want to survive, others of you may want revenge. Join with me and not only will we put an end to the regime, but we will make it so that the regime never existed," **_Cade explained.

Ten of the pawns looked at him with confused expressions. Only the eleventh didn't seem shocked, in fact for a moment his eyes took on a pure white colour.

_**"Your weapons and tools are waiting in the armoury, make your way to them, I have more business to attend to," **_he turned and began walking away from the cells.

"Hey, who the hell are you?" Widow asked, trying to catch up with the man.

Cade swung his scythe, creating another portal. It faded as soon as Widow reached it. Again Cade travelled from one end of the N-Zone to the other, reappearing at the watch tower of the main prison. His scythe split, its shape changing into a pair of ruby red blades. Cade spread the blades out and then stabbed them into the roof of the watch tower. The men working inside the watch tower looked up and gasped in horror as Cade slid the blades out, allowing the toxic fumes of the zone to spray into the watch tower. He took no pleasure in listening to the young men and women inside choking and fighting for their lives. The alarms of a containment breach blared across Prison 42 and the guards began putting on breather masks. John Walker loaded his rifle as he walked into the main courtyard.

"Send a message to the portal bays, plant bombs on the generators," he said to one of his lieutenants.

"But sir, what about our escape route?" one of the soldiers asked.

"We all know what will happen once these animals reach Earth, it's time we did what Rogers said to do before the do gooders got involved," John raised his rifle as he began walking to the cells.

He opened one of the cells and put a bullet in a prisoner's head. She was a young woman, she hadn't done anything more than make a blog against Rogers.

"IF YOU ALL WANT TO GO HOME THEN KILL EVERY LAST PRISONER!" the agent yelled, brandishing his gun as he opened another cell. "Every last freak and do gooder who defied our nation," he snarled, shooting a teenager in the head.

There was an insanity in Walker's eyes, one none of his men had. Some were afraid, others were ignorantly enjoying what they were doing. But for John Walker, the agent of the Ultimates it was different. He genuinely believed he was doing the right thing, and the insane patriotic belief that his country was in the right echoed within his mind. A portal opened in the wall and Cade emerged, standing between one soldier and his prisoner. He walked towards the soldier, a young man with very little blood on his hands. But still the soldier raised his rifle to defend himself. Cade rushed forward, sliding his swords through the man's shoulders and pinning him to the wall.

"Oh god, please don't kill me," the soldier looked at Cade in horror.

That horror extended to the rest of his body, Cade smelt the odour of urine. He yanked the blades out of the man's shoulders, leaving him to crumble to the floor crying.

_**"I wouldn't kill you or the other agents here boy, you're all just following orders," **_Cade walked away from the soldier, leaving him to believe he was safe.

A look of pure terror however crossed the soldier's face as the prisoner he would have executed picked up his gun.

_**"Only the wronged can decide your fates," **_Cade said as he slashed the locks on the doors, or drew power from the barriers.

He freed one prisoner after another, in time whole blocks of the prison were free and rampaging through the complex. The number of prisoners outnumbered the number of guards. Cade led the prisoners of block seventy towards the cells holding the mutant prisoners. Only a twenty foot high barricade kept the rioters out. From the top of the barricade, guards fired their rifles at the crowds. The line behind Cade fell, cut apart from the volley. Cade himself however rushed forward, the bullets bouncing off of his armour. He ran up the barricade and kicked two of the riflemen back. Bullets ricocheted off of his armour as he proceeded to beat the other guards, throwing fists and twisting his enemy's limbs. He kicked one guard into the wall, hearing the man's spine break. Then he walked towards the control console and opened the barricade, allowing the prisoners to rush into the block. He stood by as some picked up weapons and executed the guards, or beat them for the pleasure of it. In Cade's eyes they had earned the right to punish those responsible for their troubles.

_**"Take justice back into your own hands, TAKE BACK YOUR LIVES!" **_Cade roared as his followers rushed into battle.

* * *

He did not start life as a violent man. True life had pushed him into a violent upbringing, his father was an alcoholic, a down on his luck boxer. His mother had taken custody of him in the divorce and had proceeded to 'fall in love' with numerous men, all of whom ended up abusing Cade in some way. In the end he was put into a foster family. There he met Laura, they grew up hating one another at first. In Cade's eyes Laura had been lucky, social services had spotted what was wrong with her family early and managed to take her to a better place. Cade was just the charity case, the people who took him in were nice enough, he just didn't like handouts. They were a couple whom couldn't have children of their own, devout Christians as well. But they developed an odd friendship with the couple whom lived next to them. The man Slade Reilly was an agnostic whilst his wife was an atheist. It was during a dinner meeting with them when Cade met their son, Sven Reilly.

"Hey, want to help me climb this tree?"

"Why?" Cade asked the boy.

"Cause I can get a better view of the street silly," Sven smiled.

Sven was the opposite of Cade in many ways. He had lived a childhood free of drama and hardship. His parents never abused him or spoiled him, his childhood had been normal. Sven grew up never wanting more than the simple things. Sure he got in trouble with people who didn't appreciate his laid back attitude but he never held grudges. Cade spent time with Sven, always feeling as if he was living in the boy's shadow. That grew worse as they got older. During the period of the Wakandan war, both Cade and Sven signed up to fight. Sven proved to be a descent shot with a fire arm, Cade however proved himself the better hand to hand fighter. They became rivals of sort, racing one another at boot camp. Ultimately however Sven proved to be of better worth to the army for his intellect and not his skills. A gifted investigator, Sven became part of the army's efforts to investigate potential weapons of mass destruction in Wakanda.

The Wakandan war started when the leading Black panther at the time T'Chaka had been faced with a revolt, a revolt that had been born from a rivalry between two tribes hundreds of years before Wakanda had become a recognised nation. There had existed two tribes, one whom worshipped a Panther god, and another whom worshipped the lion. The panther tribe however grew to be more powerful as time went by, eventually forming the Wakandan nation. The descendents of the lion tribe however continued to despise the panthers. When T'Chaka began talks with American representatives to share their advanced technology, the lion tribe called out to the people, saying that their king was trying to abandon traditions and Americanise their nation. Things were only made worse when a Dutch mercenary called Ulysses Klaw began to fund the lion tribe. US forces went into Wakanda with the intent of quelling the chaos caused by the traditions both tribes held onto. Despite Wakanda being a more advanced nation than others in Africa, their weapons were no more advanced than any other super power. Cade was assigned as a guard for Sven's investigation team. It was when they passed through a town in Kenya that both young men got an idea of just how far the conflict had gone.

"Come on Sven the transports getting ready to take off," Cade said.

He carried his rifle religiously. Sven on the other hand wasn't even wearing a kevlar vest. He had been playing football with the local youths and asking their parents about the situation in Wakanda.

"Give me a minute Cade," Sven laughed, feigning a injury from a boy's slide tackle.

He got off the floor and kicked the ball far enough for the children to run. The young man then walked over to a couple standing with their daughter.

"Thank you for the water Mr Reilly," the man said.

"Thank you for the pictures Mr Munroe, and please call me Sven," Sven smiled, accepting the man's gift of photos of the landscape.

"Only if you call me David my friend," the man smiled as he shook Sven's hand.

"Be careful in Wakanda Sven, they are very stooped in tradition over there, they will not accept a democratic government so easily, it is why I left," N'Dare grew up in Wakanda, but left when she fell in love with David.

"Thank you for everything you've told me about Wakanda N'Dare, I'll do everything in my power to make sure peace is restored to your home," Sven explained.

"Please do not be so eager to play hero child, you are barely older than Ororo," N'Dare smiled as she played with the strands of her daughter's hair, the white haired girl fidgeted under her mother's grip.

"That doesn't mean I shouldn't be as responsible as an adult," Sven said.

"Then stay safe child," N'Dare said.

Sven smiled and nodded to the family before he began walking away. It was at that moment Ororo looked up at the sky, she had always been drawn to the clouds and at night the stars. This occasion however her attention had been drawn to something else.

"Momma look," she said, pointing to the sky.

Sven looked up as well, his curiosity would save his life. He immediately knew what the object in the sky was, falling towards town.

"GET BACK!" he yelled.

The mortar shell struck the ground, but unlike traditional explosives it didn't create a ball of fire. It generated a shockwave that altered the tectonic plates, causing the ground to rumble and crack. Sven felt himself fall and quickly drew his knife, stabbing it into the rock behind him. The Earthquake had created a cliff face, Sven stepped off of the wall and jumped, avoiding a hail of debris.

"SVEN ARE YOU ALL RIGHT!" Cade yelled into the hole.

He ignored his friend's concern and looked towards where the family had been. He calculated just how big the crevice was and determined to his horror that the family had fallen.

"HELP!"

Sven eyes grew wide in horror as he looked down towards the bottom of the abyss. The debris had gathered into a pile, and wriggling out of that pile was the hand of a little girl.

"ORORO!" Sven yelled.

"HELP PLEASE HELP!" the girl screamed.

"Oh my god she's trapped, I'M COMING ORORO!"

"SVEN!" Cade yelled into the crevice.

"PLEASE HELP ME! I CAN'T TAKE THIS ANYMORE!" Ororo screamed as the clouds turned black.

Cade looked up, disturbed by the sudden shift in the weather.

"SVEN GET OUT OF THERE NOW!" he yelled.

A bolt of lightning suddenly slammed into the crevice, and a torrent of wind knocked Cade back. He looked up just in time to see Sven slam into the ground, the top of his head cut open in what would probably become a scar one day, the same for the burn mark on his arm.

"ORORO!" Sven yelled, standing up and fighting through his pain.

"They're dead Sven, it's no use they're dead we have to go before more bombs are dropped," Cade said.

"No, we have to go back and help her," Sven said.

"Nothing could survive that."

"SHE WAS ALIVE I SAW HER!"

They argued and argued again and again. Their friendship had begun to break down. At the time Cade believed the storm was caused by some kind of new weapon developed by Wakanda, whom had already vibranium weapons capable of shattering the ground. Sven continued his investigation however with every Wakandan facility they claimed. He found weapons developed after the war began, but nothing to suggest that the Wakandan's had been developing weapons of mass destruction or anything on that level. On their original Earth cooler heads prevailed and the American forces left Wakanda in peace, the economy had been drained because of the war and Cade and Sven's friendship shattered. Their new Earth however offered a horrifying alternative Cade wouldn't have wished on anyone, even when he was ignorant as to what really happened at Wakanda. Steve Rogers authorised a nuclear strike on Wakanda, his logic had been that if they had a nuclear deterrent they would use it, thus revealing they had weapons against America, if they didn't stop the nuke then America would be protected from a potential rival. Wakanda had been reduced to mere rubble, no faction claimed it that day.

* * *

"I think you should call Sven!"

He was home again, in bed with the woman he loved. Cade didn't smile anymore, but he did back then. Being in Laura's company always gave him something to smile about.

"We've said too much to each other," he said.

"It would have been nice to have had a best man at our wedding, not just some general talking about your achievements," Laura said.

"General Ross wasn't the only person there, we had the world's greatest super hero, Mr Fantastic," Cade smiled as he kissed Laura's forehead.

"I'm sure Mr Grimm is a good man, I'm sure the General is in his own way, but there was only one good man that mattered to both of us Cade. He was your best friend, your brother and he needs us as much as we need him," Laura explained.

Cade caressed the woman's cheek before pulling her lips to his.

"People often say when they're married that they are the luckiest people alive, I don't think they have any idea. Most of the time they've married just some housewife or working girl, someone who they're comfortable with, but me, I found someone who brings out the best in me who gives me peace and hope...I am the luckiest man in the world Laura Hunter," he explained, kissing the woman he loved again.

"Oh Cade, I love it when you get romantic, call me Mrs Hunter again," she said.

"Are you happy Mrs Hunter?" Cade asked.

"Happier then I'll ever be in all my life," Laura closed her eyes and kissed Cade again.

They held the kiss longer this time, both fully enjoying their new lives and one another. Looking back on those memories Cade realised that in that moment, a moment where he was actually able to marry Laura gave him more happiness than anything in his old life.

"Happier than any life," she said as he kissed her neck.

He had found paradise for but a small moment. In a way his life had been better than Sven's because he had less hardship in this world than he had in the other, and above all he had gotten to marry the woman he loved. Sven didn't even get that far. But as seemed typical to Cade, his happiness didn't last.

* * *

Cade knew that he would only be happy when justice was restored to this universe, before he remade it completely. He watched the imprison citizens rise from their hells and give the guards a taste of what they had endured. The war would be bloody, all wars are, but the belief that the world that would be created by the conflict drove Cade. He swung his scythe, creating a portal that led him to the armoury. Charlie-27 had two crates of weapons resting on his shoulders, Dracula was examining the multitude of high-tech blades and Gambit was admiring his metallic staff, something that had been confiscated and stored within the facility. Likewise Gamora claimed her lover's helmet and element gun as well as his red trench coat. Mary emerged from behind one of the crates, zipping up a black and red suit. She then put on a black helmet with a red visor shaped like an X.

"You've gathered us because you want to restore the world," she said.

_**"You remember what happened to the world?" **_Cade asked.

"I remember that there are some people who probably don't want to go back to being who they were, like you and I there are people whose lives were hell before this all happened, but...the number of people whose lives were better before outweigh those whose lives are better now," Mary explained as a pair of metallic blades slid out of her suit's wrists. "It's our duty to restore the world!"

"Peter will be alive?" Gamora asked, putting on her lover's mask.

_**"Yes, though I can't say what your relationship will be with him,"**_

"It doesn't matter, so long as he's alive, Peter Quill is a good man."

"What are you talking about?" Gambit asked.

_**"Something beyond your understanding thief, whatever you were before, you are now my soldiers. Once we have slaughtered Rogers's 'yes men' we will then go to Project Aeon and finish this once and for all," **_Deathblade explained.

"Where and what is Project Aeon?" Drax asked.

_**"It is the answer to everything, as for where it is, it's where my rivalry began...Wakanda!"**_

Next Chapter 5: Rush

* * *

Characters and looks:

Mary: You know who she is, in this altered world she is a kind hearted woman, but a woman willing to fight to restore the world. She wears the armour her 616 counterpart wore when she went by the name Mutant Zero.

Gamora: Far different from her 616 counterpart and the Ultimate counterpart I will one day introduce, Gamora in this world met and fell in love with Peter Quill and took some of his belongings when he was killed. She wears his helmet, wields his element gun and is set on getting revenge.

Drax the Destroyer: His origin is alien like his film counterpart, but he appears in the form and with the power level he had in his first appearance in the 616 comics.

Gambit: Classic look, perhaps he has a different attitude, perhaps he's more cowardly or perhaps he's more of a hero than any version of him. Only time will tell if this Gambit is every bit the villain people expect him to be, or the hero his 616 counterpart is.

Electro: His suit is based on what he wore in the Amazing Spider-man films.

Black Widow: Disfigured like her Age of Ultron counterpart, wears a suit and mask like Madame Masque, also somewhat like a version seen in the Avengers Assemble cartoon

John Walker: A look that's similar to his first appearance in the Ultimate comics, whilst his opinion on the mutant situation was ambiguous, here its confirmed that he despises mutants.

Next time Sven and Ben make a break for the Daily Bugle building, aided by some street level heroes.


	5. Chapter 5

Disclaimer: I don't own Marvel

This chapter, Sven's connection to realities takes an interesting turn, and a hint of the mysterious person trapped within Project Aeon.

* * *

Ultimate Aeon: Origins Reboot

Chapter 5: Rush

The Ultimates agents blocking the way into the Daily Bugle looked at the car in shock as it revved its engine. Its spinning wheels released a trail of smoke behind it as Ben kept the hand brake on. He put his hand on the brake and released it, keeping a steady hold of the wheel as the car rushed forward. Sven closed his eyes and placed his hands on the dashboard. Ben looked at the man and gasped, the red markings had appeared again and had spread across the car. Sven let out a yell as energy surrounded the car, crashing through the barricade. The armed agents bounced off of the front of the car, some agents even suffered broken limbs from the force of the car bashing them aside. Ben turned the wheel sharply, moving around a War Machine mech. Sven's eyes had gone red from the strain of using his abilities. He looked towards the War Machine mechs, seeing images of different versions of War Machine, one had armour identical to Iron man's, but was black and silver and had a multitude of weapons attached to it, another had a colour scheme based on Captain America's costume, a third reality showed a whole team of War Machines and the fourth was using an older version of the red and gold Iron man armour, shooting heavy weapons on his back at zombies.

'Zombies, what kind of hellish worlds are out there?' Sven wondered.

Sven's eyes returned to their usual red colour, but the energy around the car faded as well. A stray missile struck the ground, throwing the car off the road. It landed on its back and slid to a halt a few feet away from the Bugle building. Sven climbed out of the car and promptly ran to Ben's side. He unclipped the man's belt and began pulling him out of the wreckage.

"I'm gonna miss that car, had it for twelve years," despite the fact he had a gaping cut on his head Ben's mood hadn't been soared.

Sven took off his jacket and ripped the sleeve off of his shirt. He used it as a makeshift dressing, pulling off his other sleeves to tie it around Ben's head.

"We need to move can you walk?" Sven asked.

"I could even run," Ben grinned.

A War Machine mech suddenly landed behind them, folding a pair of gatling guns out of its back. Ben took out his revolver and handed it to Sven, expecting him to conjure the same power that had gotten them through the barricade. Sven aimed the gun at the mech and concentrated hard, but the mech didn't glow with energy and Sven couldn't feel the power he had summoned earlier. He backed away slightly as the robot began to roll the barrels of its guns.

"RUN NOW!" Sven yelled.

He grabbed the sleeve of Ben's coat and yanked him to cover, barely avoiding a burst of minigun fire. The robot was clearly on a three strikes system. Sven looked at the gun, holding it with both hands and desperately trying to achieve the same result he had with the car. Ben dived at him, tackling him to the floor to dodge a lightning bolt. Sergeant Golmen landed in front of the car, grinning as he summoned another lightning bolt, blowing the car up and knocking the two men back. He walked through the smoke, dragging the blade of his hammer across the ground.

"Well if it isn't the mutant lover, finally resorted to revolting have you?" Golmen grinned as he rested his hammer on his shoulder.

Sven looked up at the man, the red markings again covering his body. Instead of sergeant Golmen he saw his original version of Thor, complete with the hippy length hair. But then the image shifted, changing into a beardless Thor with a much smaller, arcane looking hammer and a red cloak and armour. The image shifted again, this time showing a Thor with a metal arm of some kind and wielding an axe instead of a hammer. Strangely the fourth image was of a woman wielding Thor's hammer, with a helmet that concealed her face. The images faded as Golmen swung his hammer down. Sven barely moved his head in time, moving his head to the right. The hammer slammed into the ground, releasing a sound that made Sven's ear drum burst. He rolled away from the sergeant, grimacing from the pain. Ben was to his left, but he couldn't hear what the older man was saying. Golmen twirled the hammer around, playing with his food and smiling as he did it. He raised the hammer over his head, taking a moment to let the sounds of the thunder sink into his targets.

"Say hello to that bitch of yours," he said.

"WHAT! WHAT DID HE SAY ABOUT A WITCH!" Sven yelled, causing Ben to jump.

Golmen laughed and swung his arm around. Much to his shock however his hammer was gone and he had lost control of the lightning. He turned around, seeing his hammer slamming into the War Machine robot, followed soon after by a lightning bolt. It had been attached to a line of some kind. Golmen reached for his reserve pistol, only for a rock to hit him round the back of the head.

"Wow, that was surprisingly easy," Ben said, dropping the rock beside Golmen's body.

"Wait it go old man, not quite as graceful as I would have done it," their rescuer said.

"WE ARE GRATEFUL THANK YOU! AND WAIT IT GO MR PARKER!" Sven yelled.

Spider-Girl looked at Sven as if he was odd, an opinion that grew worse when he looked at her with glowing red eyes. His view of her changed from Spider-girl to a timid girl wearing glasses and playing with a camera, then to a woman swaying her hips down a cat walk, a third alteration showed a short haired Mary Jane wearing an exact replica of Spider-man's suit. The fourth and final image shocked Sven slightly, he saw an adult Mary Jane sitting with Peter Parker, the two were playing with a brown haired girl, their child.

"So many possibilities," Sven whispered.

"IS YOUR HEARING BACK TO NORMAL!" Ben yelled.

"YEAH! I mean yeah, it's just a little bit bad on the left, thanks for helping us out Mary, we need to get into the Bugle building now," Sven explained.

"Sorry but I only came to help, and wait...how do you know that name?" Spider-Girl asked.

"I'm sorry we don't have time to explain," Ben said.

Two more War Machine robots suddenly landed on the ground, one close to Spider-Girl and another behind Ben and Sven. Spider-girl jumped over the first one, avoiding its fist. She released a blob of webbing, clogging the shoulder weapons on the second War Machine. A lightning bolt suddenly hit her in the back, knocking her back to the ground. Golmen stood up, glaring at his three enemies as he brandished his hammer.

"A girl, you're trying to throw a girl at me, you think that will stop me?" Golmen asked.

"What's wrong with a girl stopping you?"

Golmen turned around, only for a pair of claws to slash him across the face. He yelled in agony before he was kicked in the legs and dropped to the floor.

"Spider, don't tell me you've willing to take a risk like that, don't be so eager to end up as another Daredevil," the new arrival said.

"Cat," Spider-girl identified their second saviour.

Sven looked towards the woman and felt the markings spread across his body again. The Cat changed into what was supposed to be her true form, the white haired Black Cat, but then her form changed again into a Black Cat wearing a mask that didn't have orange lenses, with white fur on the arms of a black leather suit, again she changed into a shorter woman with blonde hair, before a yellow aura surrounded her and increased her height and strength and even turned her hair white, and again the fourth vision disturbed Sven, this time he saw Black Cat but wearing a costume with black fur on the arms and the regions of the neck, she seemed to be leading other costumed villains and wielding a bladed whip of some kind.

"Handsome try not to stare, you'll make me blush," Cat said.

Sven shook his head and looked away from the attractive heroine. She threw two disc shaped objects from her belt, hitting the two robots. The devices released an EMP that shut down both machines.

"WE NEED TO GET TO THE BUGLE NOW!" Sven yelled.

He pushed Ben and Mary Jane in front, ensuring they would be the first to get to the doors. Then he ran to the unconscious Golmen's side, grabbing his grenade belt. He unclipped the pins for one grenade and threw them at the Ultimate's barricade.

"GET DOWN!" the agent in charge yelled.

The grenades blew up, releasing clouds of smoke into the agents and the gathered crowd of onlookers and media. Sven nervously yelped as he felt Cat grip his chin.

"You need to follow your own advice handsome, come on," she said.

Sven nervously nodded his head before following the thief. They got closer and closer to the door, where Ben and Spider-girl were waiting. Cat looked up, hearing a sonic boom in the sky. She tackled Sven, keeping him from running forwards. He would have been crushed by the object that slammed into the ground between them and the Bugle. They looked up at to see that it was a person and not an object, a gigantic blonde haired woman in a red and grey suit.

"They've sent in a giant commando," Cat snarled.

"Here we go again," Sven muttered.

He saw who the soldier really was, Cassandra Lang a giant soldier of S.H.I.E.L.D. But then he saw images of someone who could have been a different person, a young girl in a red and black outfit fighting alongside other teenage heroes, another wearing a black and purple armour with wasp wings attached to her back, and then the most different of all, a brown haired girl being tucked into bed by her father.

"MOVE!" Cat yelled, snapping Sven away from his visions.

She rolled across the dirt with him, avoiding Lang's fist.

"Surrender now," she said.

"I'm sorry Miss Lang but we can't do that," Sven said.

Cassandra looked down at Sven in confusion.

"How do you know my name?" she asked.

"I know who you are, daughter of Scott Lang, an agent of S.H.I.E.L.D. and a member of the second generation giant men unit, I know you're a fan of Vampire diaries (which probably doesn't exist in this world) that you like cookies, that you dreamed of being in the Ultimates but never got that chance," Sven explained.

Cassandra narrowed her eyes at Sven before grabbing him off of the floor. Ben and Mary Jane looked towards the giant and her captive.

"I am a agent of the Ultimates, you've got that wrong," she said.

"No, I know you don't condone the things that they do, if I'm wrong about that then feel free to bite my head off," Sven said as the red markings covered his body.

A dark look crossed the giant's eyes as she tightened her grip on the young man's chest.

"I don't know what kind of telepathy you've got, or whether you're just crazy (what the hell are Vampire Diaries?) But you are very misinformed, Scott Lang is no father of mine, the damn traitor," she snarled.

"What do you mean?" Sven enquired.

"I mean that when mutants killed innocent people, when mutants killed my squad and tortured me my father when faced with mutants chose to help them, he stole technology from Pym to shrink those freaks down so they could escape justice," Cassandra explained.

Sven winced and gasped in pain. Cassandra's hatred for her father and mutant kind was clear in the intensity of her grip.

"So tell me telepath do your fancy powers tell you what I like now instead of cookies?" she asked.

He looked into her eyes and saw not just hatred, it was like a longing but not greed or lust. She licked her lips as she bought him closer and closer to her mouth.

"You've got to be shitting me," Sven said, shaking his head in denial.

Felicia, MJ and Ben looked up in horror as the giant woman opened her mouth. Sven let out a scream as he was shoved down her throat. She gulped and Ben turned MJ's head away, he didn't want her to see Sven's face pressed against Cassandra's face, mutely screaming as she ate him whole. Felicia flipped back, removing a bomb from her pouch. She threw the ball against Cassandra's hand, scolding it with fire. Cassandra took a few steps forward, shaking the ground as she increased her size to tower over the Bugle building. Sergeant Golmen got off the ground, smiling for he knew what Lang was prepared to do.

"My lightning or the woman's hands, what will bring the traitor's fortress down first?" Golmen wondered, resting his hammer on his shoulder.

On the rooftops, a man in a white suit and green tie looked down at the scene and laughed. Loki tipped his fedora and sat with his legs dangling. He wondered whether the rise of Aeon was over already?

* * *

Sven was screaming on the outside. The journey through Cassandra's stomach was not a gentle one or a wondrous journey as some films made it out to be. His clothes were burning, skin melting, even his bones were corroding. Never in his life had he felt such physical agony, the broken arm he suffered during one of his tours paled in comparison. When people spoke of death being painless they were obviously wrong, for the pain only grew worse as Sven felt his heart beat get slower and slower. His heart was melting and his soul was crying. Inside the severity and hopelessness of the situation began to seep in. The bones of other victims touched his skin and with each touch his awareness of the world and what it had done to people grew more clear.

'Cassie Lang, you were a hero once, you fought Hydra but now...you're a cannibal, and not because of necessity but just hatred,' he thought.

A bone hit his skull and he felt a flash of memories.

_"NO! I DON'T WANT TO DIE PLEASE STOP!"_

His jaw opened but he did not scream. His heart was already half way melted yet he was still aware of everything. He saw an image of a woman turning into a wolf hybrid. Then the image altered, turning to that same woman performing at a circus, then to a younger version of her standing with other youths in yellow and black suits, and then finally a version of her with long hair and a belly that showed signs of early pregnancy, kissing a gold skinned boy. Another bone struck him and he was again bombarded with images, a shirt less boy with angelic wings, the image changed to a blue skinned man wearing a black suit, flapping terrifying metallic wings behind him, the third image showed him in a white and blue suit, his hair was long and his skin was fair but his wings were metal yet his face showed that he was at peace. Sven's arm moved to his head and in the process he hit another bone.

He saw again images of people, what their lives truly were and what they could have been. Derek Morgan, a hooded vigilante with gold and brown wings, in another world he was a Daily Bugle camera man waiting for his latent powers to be awakened. Nomi Blume, a rival to Kitty Pryde in one world, a teenage Avenger in one world, a mutant waiting to be awakened in another. Nathaniel Essex, a mutant zealot in one world, an immortal scientist with no ethics, obsessed with creating the perfect mutant in another world. Darwin, a Taxi driver who though recruited never became an X-man in one world, yet in another became one of the forgotten X-men. Illyana Rasputin, a farmer in one world, demonic ruler of Limbo in another, member of the New Mutants, mutant terrorist/freedom fighter in others. Cassandra's appetite had even gone to those whom were not mutants, Nico Minoru a mutant activist in this world, a founding Young Avenger in another and a Runaway sorceress in a third world.

'Too many,' Sven thought.

He saw people who were heroes yet not known by the rest of the world. They sacrificed in the past, in this new world they could have been heroes but were denied that chance. Even evil men like Nathaniel Essex had been given a fate unnecessary and pitiful. Then there were those whom truly stood out, Wolverine, Nick Fury, Spider-man, the Hulk, Daredevil, all dead. Men who had been good, or at least had the potential to be good had been turned into far cry's of what they could have been, Steve Rogers, Thor, Hank Pym, all twisted to become things they weren't.

'This world,' Sven's bones twitched as they glowed red.

He realised this world and the world he once came from where both cruel worlds. The potential had been ruined before the ultimatum wave hit, heroes had died before Spider-man, the world was on the brink of ruin before the cataclysm.

'It's twisted, I don't want this world anymore, I don't want the old one either, I want another world, I want another world,' his inner voice grew more angry, more hysterical as his skeleton shook as if having some kind of fit.

The hollows of Sven's eyes and jaw shined as a scream emanated from his skull.

* * *

Sarah Rushman sat away from the rest of Ben Parker's charges. She spent her time sharpening a collection of bone blades she pulled from her bare skin. After pulling out six blades she put her shirt back on, hiding the scar tissue across her back. Every time she pulled out a bone blade she left a scar that would heal after a month or two. For big blades it would take a year, in fact the healing process was getting slower with every year that passed. Part of her wondered if that man Sven Reilly had been right, if the life she was living wasn't really hers, if she wasn't meant to live with Ben Parker. She stood up as Sunder and Pixie ran over to her.

"What's wrong you two?" she asked.

"Sunder!"

"We were listening to the radio, it said they dropped a giant man commando to tear the Bugle building down," Pixie said.

Sarah put her bone knife into a sash on her belt.

"I'm tired of running," she said.

"Sunder?" the big man tilted his head in confusion.

"What are you planning to do Sarah?" Kenji asked, walking into the room with Laurie.

"I don't care what Ben says now I'm going to the Bugle building, if the resistance is making its final stand I want to be there," Sarah explained.

"For what exactly?" Laurie asked. "I'm no coward I believe there are some things worth dying for but this? We have a peace right here, Ben will be back once he's seen how futile it all is," she explained.

"No, the radio," Pixie paused for a moment, hanging her head low as the others looked at her. "Ben's car broke through the barrier, they made their way to the Bugle entrance and...Brant said that the giant lady has already killed someone," she was already crying, she would have cried no matter who it was.

"Ben can't be dead, he's sensible he wouldn't risk his life like that," Laurie said.

"Wake up Laurie, this isn't surviving, this is just waiting to die and our rights are things we should fight for," Sarah explained.

"I agree with Sarah, but I'm staying," Zero said.

"Why?" Laurie asked, looking at the boy.

"Because it's what you want to do."

Sarah shook her head as the couple smiled at one another.

"You two may be happy living like this but some people aren't, I don't want to die I don't even want to survive, I want to live and this isn't living," she said as she turned to Sunder and Pixie. "So do you two want to come, you'd be good in a fight."

Pixie and Sunder nervously shook their heads. Sarah instead turned to Beast and whistled to him like one would a dog. Laurie suddenly slapped Sarah across the cheek.

"If you want to die then go, but you won't drag anyone else with you," she said.

Sarah shoved Laurie out of her way and began walking out of the basement. All five residents froze as they heard the door crashing and boots slamming against the ground. Sarah drew two knives from her belt and waited, seeing the targeting lasers of the Ultimate swat team's rifles. She froze, suddenly realising that Ben Parker's house wasn't the place she wanted to die in.

"Mutants, this is Grant Ward of the Ultimates, come out with your hands above your head, you have a minute to comply or we will shoot you," a voice said over a loud speaker.

Sunder immediately moved to the basement's outer entrance. He pried the door open and yelped as several rifles were pushed against his head.

"GET OUT OF THERE NOW!" one of the agents yelled.

They ran down the steps and aimed their rifles at the mutants. One agent kicked Pixie's knees and grabbed her by her hair. She let out a scream, but did very little to stop the agents from dragging her.

"DROP THE KNIVES AND PUT YOUR HANDS ON YOUR HEAD NOW!"

Sarah knew that the order was aimed at her. She unclipped her belt and raised her hands. The soldiers grabbed her arms and put them behind her back. Likewise they did the same for Laurie and Kenji and began pushing them out of the basement. When Sarah got outside she gasped at what she saw, a Sentinel towered over the house, merely the vanguard of a platoon of soldiers whom had begun searching the houses. Mary Jane Watson's mother was dragged out of her house, looking very bewildered yet less confused than the other residents. The Sentinel had bulkier armour than any Sarah had seen before, it seemed it had added weapons as well. An agent in the crowd removed his helmet, revealing a dark haired man.

"Bring the mutants here," he spoke into his microphone.

The agents dragged the five youths into the middle of the street. It was clear to Sarah what the Ultimates were planning to do. She was bought to her knees, but refused to give up. Boned spikes suddenly burst out of her back, piercing the neck of the man behind her. She yanked the blades free and swung her fist at another agent, shattering his goggles with bone armour around her knuckles.

"SARAH STOP!" Laurie yelled.

"NO!" Sarah yelled. "Don't you see what they're doing? DON'T ANY OF YOU SEE!"

"She's right, look back on history and the pattern that was there, look at what's going on here," Kenji said.

Those watching looked at the mutants in shock. Ward hit Sarah with an electronic bolt from his pistol. He bought her to her knees again, whilst agents hit Kenji with shock sticks.

"Do you people not see," a voice spoke from the Sentinel. "They're dangerous, how long before one of them used their powers to commit untold levels of destruction here."

"We were here, we were living here for months, we were living in peace," Sarah said.

"SHUT UP!" Grant yelled, hitting Sarah with another blast.

"You," Sarah glared at Mary Jane's mother. "YOU REPORTED US DIDN'T YOU! WELL WHOEVER DID THIS IS YOUR FAULT!"

As Sarah spoke, children were pulled out of their parent's grips and subjected to gene tests.

"He's clear," an agent said, pushing a boy back into his mother's arms.

"He was already tested for the mutant gene," the boy's father said.

The agent turned and suddenly punched the man across the face, bringing him to the floor. Looks of anger began to cross the faces of those whose homes had been demolished by unnecessary searches.

"Everyone please, please listen to me," Pixie said.

"Megan just stay quiet," Laurie said.

"NO EVERYONE LISTEN!" Pixie yelled.

Her wings flapped, knocking her captors back and releasing a wave of dust. The dust seeped into the noses of agent and ordinary citizen alike. Some began to scream, but a majority of them remained normal.

"My dust exposes people to their worst nightmares, none of you are reacting because...because you're already living your greatest nightmares, don't any of you see that?" Pixie asked.

"She's right, it's not us you're afraid of now, its them, the Ultimates and Rogers, the people who thought that the best way to deal with a problem was to blow it up, how long before what happened to Wakanda happens to New York, how long before it's your children being publicly executed?" Kenji asked.

Slowly the people gathered began nodding amongst themselves, understanding exactly what the mutants were saying and understanding exactly what had become of their world. The Sentinel looked down at Ward to notice that he was on his knees.

"Enough, we're not going to take it anymore," Sarah growled.

"NO MORE!" Kenji yelled.

"SUNDER!"

The gentle giant changed, throwing his captors aside. His look of anger was a far cry from the simplistic gaze he had before. Tentacles flowed from Kenji's back and he used them to throw the guards holding him away. Beast let out a roar before punching and kicking the agents around him. The people in the crowd began pushing the agents back, pretty soon a riot had started, the Ultimates had officially lost control and the whole world could see it through the cameras. Far away from it all, Steve Rogers looked at the carnage from his office. He stood up and walked away from the TV screen, going down a set of corridors until he came to a stop at a metallic door.

"Director Steven Rogers, password 1: James Buchannan Barnes, password 2: the tree of liberty must be refreshed from time to time with the blood of patriots and tyrants," he released the first and second locks and then had a scanner run over his hand and eye.

Then he reached into his pocket and removed a key. He injected it into the slot and turned, a digitised click indicated that the fourth lock had been released. The massive vault door opened and Rogers walked into the facility. He walked past two cells before coming to another, unlike the other cells there were no special locks, just the basic shatterproof glass. The director pushed the intercom button and spoke to the person inside.

"You were right, people have begun rioting," he said.

"It was only a matter of time," the man in the box said, turning the page of the book he was reading.

"Satellites also confirmed that an object is moving through space, massive in size, what is it?" Rogers asked.

"A being of immense power and I don't think your world is equipped to handle it."

"What makes you say that?"

"Because none of you are united, extend an invitation to Magneto, once he and his people see the severity of the situation and what is at stake then you can work together to find a solution to the threat."

"This machine that Magneto plans to use to leave this world, could we use it to send that...thing to another universe?"

The man in the box paused for a moment, more out of shock over what Rogers was suggesting. He knew exactly what the machine Magneto possessed could be used for.

"It's certainly an option, but it's not the option you would choose," he said.

"What the hell do you know about me?" Rogers asked.

"Steven Rogers, born (as clichéd as it is) fourth of July 1920, you're the son of Irish immigrants but have never felt any strong connection to that part of the world, you've more been interest in the country you were born and grew up in, America, you always believed in the American dream and the view of the American way, of being tolerant of others and standing up for what is right, a frail young man with asthma you signed up with the military several times but were rejected every time. Impressed by your courage and dedication a scientist accepted you for project rebirth, which changed you into the world's first super soldier, into Captain America. I know who you are Rogers, I know what kind of man you are supposed to be, the kind of man who fights for compassion and without compromise, the very things which you believe makes people human, you do not kill or allow people to die because it is the lesser of two evils, you see people in need of help and you help. You are the kind of man who helps the helpless and raises up the hopeless, that is who you are Captain America."

A moment of silence passed before Rogers began clapping his hands. The sarcasm in his movements was so obvious the man in the box didn't need to turn and look. He simply continued reading his book and ignored the mocking gaze Rogers had.

"Well sorry to disappoint you, but that's the version of me that you know, and I'm not him," Rogers said. "I will destroy the world Magneto wishes to create and then I will send that creature through the multiverse to another world, it will become that Earth's problem then," Rogers turned away and began walking back down the corridor.

"You are destined to fail," the man in the box said.

"Really?" Rogers turned, looking back at the man with a ferocious look in his eyes. "I have an army and some of the greatest scientific minds at my disposal, what disadvantage pray tell do I have?" he asked.

"You lack what I lacked, what all men like you and I lacked...conviction."

Rogers huffed as he turned away from the man in the box.

"There are no men like me," he said.

The man in the box slammed his book shut, turning his face and revealing his blonde hair and blue eyes.

"There are always men like us...but there is also always hope."

He remained silent and listened to the vault door shut. The man sighed, resting the book against his forehead.

"You'd better get here soon Sven Reilly."

* * *

_"You must wake up Sven!"_

'What? Who is that?'

_"He is coming, and I fear that this world will not be enough to stop him this time."  
_

'Stop who? I don't understand, why me?'

_"Because deep down you know what you can be, what the world needs you to be."_

'Maybe that's the case with your world, but my world hasn't shown any sign that its worth saving!'

_"You just have to stop and look harder, there is hope in this world, and if you are still unconvinced, if you still feel that this world is beyond saving then simply...change your world."_

'Change my world?'

* * *

Golmen and Lang stood in front of the Bugle building. The giant woman backed away as Golmen raised his hammer. Lightning began flashing in the sky, both Ben and MJ had given up trying to get the people inside the Bugle to let them in. Loki watched his brother closely, excited to see what possible carnage the brute could inflict. But Golmen stopped, and the eyes of all those present were drawn to the screaming giant woman. Cassie Lang gripped her chest as it bulged, once, then twice before she fell to her knees and began to fling her arms around.

"Damn it Stature what's going on?" Golmen asked.

Ben was too shocked to avert MJ's eyes, and she watched along with everyone else as a fist burst out of Stature's chest. It was pure white with redlines running down it, blazing as if they were on fire. The people screamed as something began to climb out of Stature's remains, half her size with her guts dripping off of it. A growl escaped its mouth and steam shot out of its nostrils. The creature took a step forward, revealing a set of human toes. Across its body were red markings glowing like fire. A mess of red hair covered the top of its head and partly covered its eyes. It breathed, moving the bangs aside and revealing its left grey eye and glowing red right eye. The monster had no lips or gums, just a set of razor sharp teeth. Horns protruded out of the back of its head and spikes came out of his jaw, making his head look more like a helmet than flesh. Its white skin turned charcoal black as it roared.

"The awakening has begun," Loki grinned. "But is he a hero or a senseless beast? Could he know what you took from him brother?"

The god of mischief's smile grew bigger as the giant creature looked down at Golmen.

"Oh I think he does," Loki said.

Golmen yelled, summoning a lightning bolt from the sky. It tore through the monster's chest, causing it to fall to its knees. Golmen smirked before his eyes grew as wide as saucers. The creature stood up, energy crackling from its chest wound.

"Impossible, I hit it in the heart," Golmen said.

What he didn't realise was that inside the creature was pure energy, and its outer shell had already begun to heal. The monster dragged its heel back, leaving an imprint in the ground. Then it bought the leg forward, fire blazing on its foot. The attack struck Golmen, lifting him into the sky and sending him flying across the air.

"Oooh, that looks like it hurt," Loki chuckled, always happy to watch his brother be beaten.

The monster raised its head and roared, its skin continually shifting between, white, black and grey colours. The thunder and lightning had stopped, replaced with the cries of a monster that hated the world it was born into.

Next Chapter 6: Corruption

* * *

Hope everyone enjoyed the chapter, no new looks to explain other than Sven's semi-awakened and berserker form, he's giant cause he's partially absorbed some of Stature's powers and he's being bombarded with more visions of other worlds and memories of the new world he's living in, so that's put him in a comatose state whilst his body moves with uncontrolled rage. Looks wise I was going for a mix between Eren Yaeger's Titan form from Attack on Titan and Tekkaman Blade, so its a mix of monster and armour at the moment.

The Sentinel look is based on the Sentinel One seen during the X-men's 198 period.

Next time the voice within Sven's head is revealed (he's not the bloke in the box who Rogers was talking to) as he is hit with more memories. Meanwhile Sven's corrupt form rampages through the city facing the Sentinel, and in a tie in to the Redeemer Sven faces the temptations of the Enchantress.


	6. Chapter 6

Disclaimer: I don't own Marvel, Earth 610 is the work of Exile037

* * *

Ultimate Aeon Origins Reboot

Chapter 6: Corruption

General Rogers stood over a pair of graves, both marked with the names of the two people who were the most important people in his life. Their deaths had been what set him on the path he walked, first had come an out of control government. After World War 2, Steve survived his final battle with the Chitauri and returned to a country rebuilding itself. A branch of S.H.I.E.L.D. however had been discovered to have been experimenting on black soldiers, Steve tried to reveal the inhumane experimentation but his efforts to reveal the truth were met with constant sabotage from the very government he had tried to protect. S.H.I. . tried to have him assassinated, Rogers however easily dispatched those sent after him and when he took the fight straight to the intelligence agency he discovered the survivor of the first super soldier experiments, Nicholas Fury. Joining with the survivor, Rogers and Fury took down many political figures whom had supported the experiments, exposing some to the media and killing others. Under Fury's 'tutelage' Rogers had learnt to cross lines and work within the shadows. But Rogers had not yet taken a turn down a dark path. He left the military and married his sweet heart Peggy Carter. She gave birth to a healthy child who grew up with his father's love. Just before the beginning of the Vietnam war however the first catalogued instance of mutant phenomenon arose.

Coney island became the first tragic example of a mutant losing control of his abilities. A mutant whom had been nicknamed 'Wither' accidentally killed his father with his powers. The sight of a man crumbling to pieces drove the public into a panic, both his wife and child were nearly crushed by the crowd. In a rage Steve assaulted Kevin Ford, his enhanced skin and physiology made him immune to Ford's death touch and Ford had no desire to kill him anyway. That however was not when Steve gave into hatred. Turning Kevin into the authorities and rejoining the military, Steve began taking part in the Vietnam war. His very presence and skill on the battlefield gave the Americans a distinct advantage over the Vietcong. Together with Nick Fury and the second super soldier Frank Simpson they formed a unit of commandos, recruiting the likes of Dum Dum Dugan, Gabriel Jones, Frank Castle senior, Victor Creed, Raven Darkholme, James Howlett and Magda Maximoff. The military came to call them the 'Howlers' and after proving to be vital to the American victory in Vietnam, the unit grew and became America's number one special forces unit. The services of Howlett, Creed and Darkholme however showed the president just how effective and valuable mutants could be militarily.

Presidential leaders thereafter would openly recruit mutants into military and political service. Meanwhile in Genosha a mutant movement had grown, led by a young and charismatic man called Erik Lensherr. At first Rogers thought nothing of the man's rise, but then America got involved with conflicts in the Middle East. The super human presence there however resulted not only in an American victory, but the formation of democratic governments (controlled by America of course) throughout numerous countries in the east. Wanting the support and use of a mutant nation, America began to offer help to Erik. The master of magnetism however wanted no help from America. A lone Howler agent however went to Genosha freely and assisted Erik with his efforts to relocate and protect the mutant population. This young man was Charles Xavier, a pacifist whom Rogers had paid little attention to before he joined Lensherr. Becoming both a friend and partner to the rising mutant leader, Charles guided Erik, providing him government Intel and together the two even built a mutant location device. Genosha became a distant memory and the two men moved across America, spreading the idea of mutant and human unity. Steve had the suspicion that there was more to Erik's pacifism than it appeared, but he never had the opportunity to act on it. When Steve took over as director in chief to America's security agencies, he had the Howlers renamed Ultimates and appointed his son commander of military forces. James Rogers was every bit the man his father was, noble, courageous and a skilled fighter too. Upon the realisation that Xavier and Lensherr wouldn't be controlled, the government sent an agent to damage Xavier and Lensherr's plane. The assassination attempt failed to kill Lensherr or stop his discovery of the Savage land and the establishment of a mutant nation there. When his son and daughter came of age he sent both to America as diplomats to negotiate trade and cooperation with them. James served as part of security and Peggy happened to be in the crowd of people gathered to witness a new age.

It was at that point that Rogers's life changed forever and the path of the world was altered irreversibly. Wanda suddenly lost control of her abilities, her reality altering powers caused an entire city block to disappear, hundreds were killed, including James and Peggy. From that point on, consumed by his grief, Steve issued and approved of mutant control methods, the much more violent Wakandan war then occurred, and the much more violent Rogers responded with the same kind of force that had wiped away his family.

"Peggy, James," he whispered the names of his wife and son, standing over both graves with his hands on his shield.

He stood in his famous costume, minus his mask but with the addition of a harness. His eye patch was gone, he looked at both graves not as Rogers the dictator and soldier, but the father and husband.

"You both deserved a better world than the kind those monsters could create, the witch could create only death, only a Necropolis," the man thought of the Scarlet Witch's fate.

Drugged and brainwashed, Wanda was used by the Ultimates as a type of bomb. She was to wipe away defences in Wakanda so that the Ultimates could secure the city. Instead she decimated the once great nation, from that point on Wakanda's former capital became known as the Necropolis.

"My only regret was not being able to see Lensherr...Magneto's reaction, to losing his family too," he said.

"I'd imagine it turned him into even more of a monster," a voice spoke from behind the general.

He turned and looked at his second in command. Carol Danvers was formerly an Air Force colonel, as deputy director of S.H.I.E.L.D. she had to go through mandatory enhancement. She was infused with technology dissected from a Kree captain, and wore a suit to help her control her energy based powers. Her outfit was black and had yellow lines running across it, over her chest she wore grey armour with shoulder pads attached, padding was also on her trousers and the fingers of her gloves. She wore a domino mask to cover her eyes.

"Octavius and Osborn just called, they've confirmed that they have enough Gamma enhanced Oz-Formula for a legion of one thousand troops, Mr Fantastic isn't responding to our hails but we've managed to secure a unit of Dynamo's from our contacts in Russia, Molekevic has about two thousand moiloids ready and 'something extra', the cryptic bastard wants it to be some kind of surprise," she briefed her commander as a military officer and not his friend.

"We won't have to worry about man power, but we need a tech expert to access Magneto's dimensional teleporter, Pym is the kind of mind we need and his robots would be best served for infiltrating Fortress X," Rogers explained as he put on his eye patch.

"There's a problem with that sir, well there are actually two problems but Pym is the main one, he refuses to begin production of the Sentry robots," Danvers said.

Rogers turned to his second with a look of fury across his face.

"Why?" he demanded.

"You know Pym, it seems he wasn't convinced the last time you beat him."

"And what's the other problem?" Rogers asked.

"New York sir, you can probably feel the shockwaves from here, Stature is dead, we're assuming agent Thor is dead too and the monster that took them out is rampaging through our city agents, Ward also has a problem in Queens, mutants have incited a riot and our forces there can't handle it," Danvers explained.

"Damn it, we don't have time to deal with some freak and civil unrest, our sources confirmed that that 'being' is getting closer to Earth. If we don't stop it no one will and Magneto's machine is the key, we can wipe away both this threat and the threat Magneto represents," Rogers explained.

He picked up his shield and began to walk to the transport.

"What about the city sir?" Danvers asked.

"We can salvage what's left of it later, think of this as a purge moment, anyone who gets shot is a mutant sympathiser, and there is only one fate for those bastards," Rogers said before he walked onto the aircraft.

* * *

Faith let out a sigh as Sven emerged from the covers, kissing her legs and tracing his mouth up to her stomach. Their fourth day in bed together in their new home. Both wanted to be at the heart of civilisation, to witness the tragedies and hopes of the world. Everything seemed to happen in America, they found it exhilarating how there was always some news of someone defying the oppressive government. Faith and Sven wanted to be some small part of that defiance, a baseline human and a human-mutate, together forever they promised.

"This right here, is everything I need," Sven said, kissing Faith's shoulder.

"It wouldn't hurt to have a little more would it?" the woman asked.

"More, what do you mean?" Sven asked.

Faith smiled as she reached for her bedside cabinet. She pulled out a pregnancy kit and showed the results to her lover. A cross between horror and wonder went over Sven's face. He mumbled, holding the test and looking over it himself.

"Oh my god, oh my god you're..." he widened his eyes as Faith pulled him into a kiss.

"Pregnant? Yes..." Faith said, separating her mouth from his. "Now everything's perfect, and they'll continue to be perfect, I don't know what's gone wrong with the world but I don't care, so long as I'm with you I'll always be happy, so long as you're happy I'll be happy," she explained.

"I'm happy right now," Sven said.

"Liar," the woman smiled, flicking his forehead.

"I've been in your head remember, our souls are bound literally, so I know you wish for more...you want to do more for people than you can do now. Sometimes I wish I can do more too, sometimes I see us doing more in our dreams," Faith closed her eyes and rested her head back on her pillow.

"What do you mean?" Sven asked.

"Sometimes I see other places, other worlds, worlds so like our own but different in many others. World's where I don't have to dye my hair, where it's not pink, where we're together with a son and the world has heroes that care about it. But I always go back to one world, where we aren't together, where we had our chance of happiness and it was taken and the world you didn't give up, you helped guide people, two people, one went on to lay the foundations that would unify all heroes...his brother now walks that same path but he struggles, and you continue to guide him, you raise both a son and a student, you have so many friends and you've found new love, a blonde haired woman whose stronger than me, an icon in her own way. But you're sad in some way, this boy you are trying to guide isn't his brother, you know of only one way to lift him up and every time you consider it, it makes me sad."

"Why?" Sven gripped Faith's chin and turned her head so they could look at one another.

"Because I don't want you, any version of you to die," she trembled as tears fell down her face.

"Hey, I'm right here, this is the only world I care about and all I care about is you, and our child, and I'm always going to be here for both of you, loving you both more than anything in this world and any other," Sven explained.

"Oh...you are so soppy," Faith grinned, flicking Sven's face again.

"It sounds crazy but I love you anyway...although what's this blonde like?"

Faith punched her lover in the gut, causing him to laugh out of the pain. She let out a scream of surprise when he lifted her off the bed, carrying her bridal style to the shower. After taking longer in the shower than anyone should the couple dressed and made breakfast, and went through the day as any other couple would. Sven spent the day working on a case, helping a woman track the movements of her unfaithful husband for her divorce trial, Faith worked at a shelter for the people affected by the world. After they had both finished they ate dinner and spent the evening watching TV. Sven stood at the kitchen doing the dishes, occasionally looking over her shoulder to watch the mundane cooking program. A knock came at the door and Sven dried his hands.

"Don't worry I'll get it," he said and Faith waved dismissively.

Though Faith smiled and looked over her shoulder. She could tell that Sven took no offence to being the house husband. As soon as his hand gripped the handle however, everything about their perfect world changed. A great force threw the door open, shoving Sven against the wall. Quickly recovering from the attack, Sven prepared to defend himself against the attackers. When he saw that they were in Ultimate uniforms, he gasped and froze on the spot. That moment was all the leader needed to strike him across the face with his club.

"SVEN!" Faith screamed.

She jumped over the sofa, trying to reach her boyfriend. One of the soldiers grabbed her by her waist. On instinct she elbowed him in the face, cracking his goggles. She tried to grab Sven's hand, only for the commander to lift her up by her neck.

"That's quite enough," the man said.

Faith's hands glowed pink as she grabbed the sides of the man's head. He suddenly screamed and fell away from her. Her eyes glowed as she backed away.

"You are far from what you should be Odinson," she said.

The man suddenly kneed her on the stomach, and pushed her to her knees.

"FAITH NO!" Sven yelled.

He pushed one of the men over the sofa and thrust his hand into another's throat. Tripping the man up, Sven then went for the commander, Golmen recovered from Faith's attack on his spirit and lunged at Sven, tackling him to the floor. Sven quickly gained the advantage, punching Golmen across the face. The other two agents however grabbed Sven by his arms and gave Golmen an opening to punch him in the chest. He continually punched Sven, moving like a boxer against a punching bag. Golmen delivered vicious hooks and jabs to Sven's face, finishing with a knee to his gut. Sven fell to the floor, spitting out spot of blood as he tried to get off of the floor. His world was spinning, he could barely see past his hand or take a single step before collapsing at his door. When Sven regained consciousness he saw that several of the doors throughout the complex had been smashed open or had eviction notices pinned to them. He stood up, clutching his broken ribs as he rose and began walking to the stairs. As he walked down the stairs the world shifted around him again and again. Sometimes he found himself walking through streets towards a pile of rubble, another time he was on a ruined battlefield with the bodies of men and women in costumes he had never seen before. He wondered if he had suffered some kind of concussion or if he was losing grip on reality. The latter was correct to a degree, for Sven was seeing other worlds.

He saw worlds where Faith and their child had died, worlds where she had been one of many super hero casualties, worlds where he was crawling through the dirt to join her in death, worlds where even he had killed her or his best friend had done so. Sven shook the visions away, running his hands over his eyes as if to wipe away sleep. He had reached the bottom of the stairs and walked out of the apartment complex. It was raining on the streets, Sven could barely see the path ahead of him, through the rain and the visions he was being bombarded with. He was walking towards something in each vision, a room with veils in, a tree, a bar, he came back to reality and saw something in the road, lying in a puddle of blood.

"Oh god, no," he whispered.

Sven fell to his knees as he reached the body. He turned her over and looked into Faith's dead eyes. There was no chance for a goodbye, no final kiss, she was just there lying in the soaked road, a bullet wound to her gut. She had bled out waiting for him, and he'd been unconscious the whole time. The broken man hugged her body, touching her belly as if stroking his dead child. He screamed as the rain came down, like a wounded animal his cries echoed through the streets, but no one came out. It was not that it was a street filled with bad people, it was because it was a world where fear, hopelessness and survival had become the norm. Everyone was broken in their own way, because those in power, those who were supposed to be the world's greatest heroes had become their greatest tyrants. Sven continued screaming, praying that this was a dream, praying that he had died instead of Faith, praying for any kind of miracle.

* * *

"RAAAAARGH!"

An agonising scream was the last thing Phil Coulson ever heard. The grey and red giant rampaged through his squad, squashing agents both good and bad underneath his feet. He bashed their tanks and jeeps aside, one jeep was unfortunate enough to land on Coulson. The man, no longer the good person he knew people once considered him to be looked up at the sky. His body was broken, perhaps matching the state of his conscience. He looked to his left and saw the grey and red giant, running through the streets, consumed by the deep rage.

"Sven," he whispered.

Coulson looked at the giant and saw instead a boy, a boy who had once been so full of hope. Phil Coulson had watched Sven through the years, he had been a friend of his father. For years Phil hoped that out of all the people in the world, Sven would be the one to hold onto hope. That had probably been his greatest sin, to dare to hope in a world where hope was all but lost. He looked up at the sky and let his tears fall. Any other Phil Coulson would have died smiling, but in this world even he had done bad things. As he died he didn't smile, because he knew he wouldn't be going to heaven.

'Maybe this is justice,' he thought at the end.

Loki looked at Coulson dying and laughed. He looked at Sven and rolled over in hysterics.

"Oh this is rich, the most heroic person in the multiverse reduced to a rampaging animal, I haven't been this amused since the Ultimates fought the Hulk," Loki explained.

Sven kicked cars aside and crashed into buildings, raising his hands to shield his eyes from bullets and rockets. Drones flew around him, pelting him with bullets whilst vertical landing aircrafts fired missiles at him. On the streets police teams and Ultimate agents fired pistols and rifles against the enemy he wouldn't stop. Dragging his hand through a building, Sven threw desks, rubble and even people at the soldiers beneath him. He swept his arm over the ground, crushing soldier and civilian alike. The glow in his eyes intensified as he roared. Beams suddenly flew from his eyes, cutting apart the Ultimate aircrafts. They slammed into the streets like bombs, consuming the poor souls caught in the blasts.

"Oooh, Cyclops wont like you using his powers that way," Loki grinned.

Lightning crashed down around Sven, cutting through skyscrapers and drilling into the ground.

"Is that Thor or Storm's powers? Not that it matters," the god of mischief laughed before his eyes came to the sky.

Loki narrowed his eyes slightly as he saw something flying through the clouds.

"That is new," he said.

His attention was then drawn back to Sven's rampage. Giving reality a little warp, Loki teleported into Queens, a little bit ahead of Sven. There he saw the Sentinel walking through the crowds. Inside the cockpit sat Slade Reilly, who gripped the controls tightly and swore.

"DAMN IT!" he yelled. "Why? Why can't any of you see that this is necessary?"

He fired the Sentinel's palm laser, hitting Sunder in the back and bringing him to the floor. Sarah threw a spike into Ward's hand and then tackled him to the ground. She punched the man twice, aiming a spike on her wrist at his neck. He grabbed her arm and twisted it round, shoving Sarah's face in the dirt.

"Mutant freak, we should gather you all up into camps, wipe you all out," Ward snarled.

Sarah yelled as spikes formed on the back of her head. She threw her head back, cutting Ward's wrist. He pulled the bone dagger out of his hand and slashed it at Sarah. She fell back and rolled away from the agent, grabbing a nearby gun. Ward kicked the pistol out of her grip and shoved the spike into her shoulder.

"Fucking die you bitch, FUCKING DIE!" he yelled.

"SUNDER!"

The cry came to his left and Ward widened his eyes as the mutant behemoth grabbed him by his neck. Sunder screamed in remorse as he squeezed, breaking the agent's neck quickly and cleanly. He threw Ward's body aside and crouched, crying like a child scolded by a parent. Kenji wrapped his tentacles around the Sentinel, trying to keep it at bay. Slade grabbed Kenji's head and threw him into the Parker house. He raised the Sentinel's arm and fired a beam across the dirt. Kenji quickly split his body in two, regenerating away from the beam that atomised his other half.

"KENJI!" Laurie screamed as she flew at her boyfriend.

She grabbed him, allowing him to wrap his arms around her.

"I can fly us out of here faster, we can get away from this craziness," Laurie said.

"It doesn't matter how far we go Laurie it will find us, we can make a stand here, but if you want to run I'll run with you," Kenji smiled.

The pair kissed, just as a beam flew towards them. Pixie screamed in horror, watching the lovers being consumed by the beam. Beast roared and jumped on the Sentinel's leg, slashing at the armour. He jumped onto its hand and ripped open a panel. But a shot fired by an agent on the street struck his shoulder. Beast fell onto the roof of a car, he was ripe for the Sentinel's picking. Slade raised the Sentinel's foot and prepared to stomp down.

"You're all better off dead, for our children's sake," he said.

Suddenly, a fist slammed into the Sentinel's head, sending it falling back. Slade looked up at his opponent in both confusion and anger.

"It seems the father and the son must finally fight," Loki smirked as the Sentinel rose.

Sven yelled, accessing Quicksilver's speed again. He reappeared behind the Sentinel, aiming another fist towards its head. Slade however fired a blast into Sven's face, melting away his skin. A new layer of skin formed over Sven's skull as he swung his fist at the Sentinel again. Slade pulled his fist back, activating rockets on the Sentinel's elbows that boosted its power. Both fists slammed together, releasing a shockwave that knocked the people back. Slade followed up with a three punch combo, then pushed Sven back with a beam and launched a few missiles. The missiles slammed into Sven's knees and chest, bringing him to the ground.

"Just another freak, nothing special about him, burn him to ashes, burn every last one of them to ashes," Slade snarled, consumed by his hatred.

Sven roared as he stood up, his knuckles began to bulge, catching Slade's attention. Bone ripped through flesh, three pronged blades slid out of Sven's knuckles. Layers of metal suddenly covered the claws. Sven dragged his claws across the ground and slashed the Sentinel's arms. Slade fired blasts directly into Sven's face, even as the claws cut through the Sentinel's arms. He fired his remote missiles, hitting Sven's back and exposing his spine. A final missile struck Sven's back, causing him to yell in pain. The Sentinel's arms fell to the floor, along with Sven's claws. But Slade didn't stop, he obsessively attacked his son, shoulder barging him until he was on the ground. The Sentinel slammed its foot into Slade's chest and activated its after burners, burning at his flesh. Slade then fired the Sentinel's optic blasts, coating Sven's face in energy.

"Die, die, die," Slade chanted.

He stomped on Sven's shoulder, breaking the bone and slammed his foot against Sven's chest again and again. Again he fired an optic blast, cutting off Sven's other arm.

"Burn them all, every last one of them, burn them in their houses, in the streets, in their beds, in their mother's wombs, die, die, EVERY LAST ONE OF YOU JUST DIE!" Slade screamed.

He slammed his foot into Sven's face, denting the skull and popping out the eyeballs. Sarah and Pixie crawled out of the rubble left by the fight and looked at the giants.

"You were all mistakes, none of you should have ever existed," Slade said over the Sentinel's speakers.

Steam shot out of Sven's mouth and the sound of a growl filled the air.

_**"Destroy it, destroy...this world!"**_

Slade adjusted the settings on the Sentinel's speakers, looking down at his fallen enemy. He couldn't ear exactly what was happening to the body, but Sarah and Pixie could. They could only describe it as something...growing on the creature's stumps. Sarah widened her eyes, seeing the old bone fall out of the stump as a new bone began to grow. New muscle fibres formed over the bone, followed by new skin.

"JUST DIE!" Slade screamed.

He raised the Sentinel's foot, only for Sven's skin to suddenly turn into metal. The Sentinel's foot shattered upon contact with the harder surface. Sven suddenly rose, head butting the Sentinel so hard that it formed a dent. He raised his arms as the hands regenerated. The markings across his body glowed green as his metal skin disappeared. He slammed his hands together, crushing the Sentinel's head completely. Then he shoved the Sentinel to the ground and climbed on top of it. With his hands and teeth, the monster began to tear into the metal cradle, sending oil and pieces of metal scattering across the ground. Sarah pulled Beast out of some of the rubble and looked up at the monster. Bullets suddenly pelted its skin, causing it to look at the human inside the Sentinel.

"Die, die, die, die, die,die,die,die,dieDIE!DIE!DIE!" Slade's voice grew more demented with each second and ear bullet he uselessly fired.

He kept muttering his new mantra and pulling the trigger long before his pistol was empty. Sven picked the man up and frowned at his hateful form.

_"I can't believe you, why couldn't you just talk to me, why go to her?"_

_"She and I can actually agree on something."_

_"Damn it Slade, what did I do that was so wrong? Or is it you, has Rogers got you so brainwashed that you'll believe any crap he comes out with?"_

_"He can track mutation, Kate will become a mutant, if not her then her children."_

_"You think you can just take her away to be sterilised, I won't let you."_

_"You'll do as I damn well say woman."_

_"No I won't, and neither will our son, Sven and Kate are people, entitled to live any kind of life they want, Sven's found love, so will Kate one day."_

_"I will never accept a mutant freak into this family!"_

_"Then go back to that whore Romanoff, you aren't the man I fell in love with, GET OUT OF MY HOUSE!"_

_**"An affair, you had an affair...father?"**_

_"There, that's their apartment, kill the woman Golmen but don't harm my son."_

_"What if he fights back?"_

_"A little force will be necessary, just make sure you kill the bitch!"_

_**"It was you, you told the Ultimates where we were, Faith's dead because of you."**_

_"I'll always listen to you boy."_

_**"Mom didn't leave you because you were in the right, she left you because you were wrong. You lied to me, you've always lied to me, I was better off with you dead! YOU MURDERED MY WIFE! I'LL KILL YOU AND THIS WORLD!"**_

* * *

Sven vomited, it was a bad end to an even worse life. Yet he was still alive, even though his life ended a year ago, when the love of his life died. Sven Reilly cast his eyes to the ground in depression as the bouncers guided him towards the door. Again he was thrown out into the streets. Ever since his loves death he had buried himself in alcohol, drugs, anything that took his mind away from the pain of having lost Faith.

_**"What is this? What am I seeing?"**_

And to top it off he had been hallucinating, hearing voices in his head, though it was no surprise to him, the rest of the world was crazy so he shouldn't be the exception. He stood up and wiped his mouth on his sleeve. Pretty soon he was going to run out of bars to drink in.

"Looking for something beautiful?"

Sven looked to his right and widened his eyes slightly at what he saw. She could only be described as godly in her beauty, Sven had honestly never seen anyone so perfect before. Despite the cold she wore a green dress that left her legs and midriff exposed. Her lips and nails were coated green and her perfect straight blonde hair rested on her shoulders. She extended her hand, touching Sven's face. Instantly Sven felt better, as if the alcohol had been burnt out of his system without the hangover.

"Who are you?" he asked.

"Call me Miss...Blake," the woman smirked.

_**"This is...wrong, there's something about her, something enchanting but dark too."**_

"Come with me, out of the cold," Blake said.

She turned on her heels and began walking away, swaying her hips with every step. She smirked as the young man began to follow.

_**"No, stop, don't go with her, we need to save the world, the world is on the brink of destruction we don't have time for this."**_

Sven ignored the voice in his head and kept on walking. He stared at Miss Blake, she had been the only woman in years to actually talk to him, to not care that he had a mutant wife or mutant nephews. She led him to a rundown apartment complex. Walking through the floors of the building, Sven thought he had lost her one or three times. Every time he caught sight of her again he smiled and followed quicker. She stood at the end of a corridor at the second to top floor, beckoning him to follow her into a room.

_**"This is a trap, it's dangerous, don't follow her just walk away."**_

Not even the voice in his head could drive away his curiosity as he followed. When he entered the room he felt even better than he had before. Unlike the rest of the complex, the apartment was perfect, clean, dark but the gold floor and ceiling was illuminated by candles. Miss Blake sat at a table, her chair set a few inches away from it. She sat with her legs crossed, watching Sven as he removed his jacket and took a seat. He removed the cover of a plate and sniffed the food she had cooked.

"What have I done to deserve this heaven?" Sven asked.

"This is just a simple taste of heaven Sven Reilly," Miss Blake said.

Sven looked at the woman and for a moment he narrowed his eyes, suspicious of her.

"I know you Sven, I know you are a very special man, one who can achieve the impossible with the right motivation, which is what this world will need for what's coming," Blake explained.

"What's coming?" Sven asked.

Blake leant back on her chair, playing with the strands of her hair.

"It doesn't matter, because at this point there is no stopping it, we can only plant the seeds for something new, something better," Blake said.

"Who are you?"

"I am Idunn, Gaia, Amora, many names, many roles but only one that is important...the creation of Asgardia," Amora stood and walked to her bed.

She took a plate with a golden cover on it to Sven, smiling as she removed the cover.

"It's an apple," Sven said, unimpressed.

"Not just any apple, its what's essential in the rebuilding of Yggdrasil, the tree of life, you see Sven you are a conduit, the dreams you have been having are not just visions but truth, you are seeing other worlds, other possibilities. You are a conduit to every version of the spirit world," Amora explained.

"I don't understand," Sven said.

"Take a single bit from this apple and you'll understand," Amora said.

Sven took the apple and looked between it and the beauty who was tempting him. She smiled warmly at him as he bought the apple to his mouth. With her rubbing his neck he bit the apple, chewing blissfully on the sweet piece he had eaten. He swallowed, just as Amora pulled him off of the chair. She kissed him and he wrapped his arms around her. The apple fell to the floor as a portal opened, illuminating the two lover. Sven ran his hands through Amora's hair as she moaned, both savouring the taste of one another's lips. Amora pulled Sven's shirt over his head and ran her hands across his chest, smiling as green markings began to glow on his skin. He followed her into the portal and marvelled at what he saw. It was a tree of some kind, bigger than anything Sven had seen before. But the tree was dead, and Amora herself had changed. She wore a green corset and green trousers, with a green cloak.

"Yggdrasil, the tree of life, I need your power to restore it," Amora said as she touched Sven's chest.

She pushed him towards the tree, kissing him as he got closer and closer. He raised his hand to caress his cheek, but the woman raised his arm up. Sven tried to move his arm to touch Amora. But much to his shock he found he couldn't move his right or his left arm, and both his feet were stuck in place. He looked at both his limbs and saw that the roots and branches of the tree had 'eaten them'.

"Oh god, what is this?" Sven asked.

"Every tree needs fertiliser," Amora smirked before smashing her lips against his.

Sven felt no pain as Yggdrasil began to eat him. He felt only the energy Amora pumped into him with her kiss. Then the visions returned and Sven saw Amora kissing him again. He saw different Amora's kissing him, an Amora wearing no cloak and an armoured outfit that included a crown of some sort around her face, an Amora in red clothes surrounded by fire, an Amora in a green one piece with green boots and green and yellow sleeves and even a younger version of Amora without her crown or signature garb.

_**"What is this?"**_

This was the last thing he saw before the life tree consumed him.

_**"What just happened?"**_

**"You died, in a sense!"**

_**"You're that voice I heard before, what I just felt, several versions of myself just dying at once, why did I feel that?"**_

**"Because Sven Reilly as Amora said you are a conduit, you can see and feel what other versions of you have done, except Amora went to the wrong Earth, she went to an Earth nearly identical to the one you came from, an Earth designated Earth 610, a world where you lost your wife because of Ultimatum, a world where you never truly embraced the spirit of heroism, I had to show you that world Sven to snap you out of that state."**

_**"I don't understand, who are you?"**_

**"Oh sorry, it can be odd for people who aren't part of the astral plane as I am, let me show you!"**

Sven raised his hands as a bright light shined in his eyes. He looked at his surroundings in shock. No longer was he in queens but in some kind of office. Sitting with his back to him was a bald man dressed in a finely cut suit. He saw on a wheelchair and looked out at an empty field.

"This was the best I could do, after spending so long simply talking to people crafting a world can be difficult," the man said as he turned his chair around.

Sven widened his eyes slightly, recognising the person sitting in front of him. He had been the one guiding Sven so far.

"It's good to meet you face to face (in a sense) Sven Reilly, my name is Charles Xavier, and I want to help you save the world."

Next Chapter 7: Hope

* * *

Charles Xavier is back, next time he and Sven discuss the situation of the world and what's coming in the future.


	7. Chapter 7

Disclaimer: I don't own Ultimate Marvel

This chapter sees a potential look at the future of both my Ultimate Marvel series and the Redeemer series, what it is exactly I'm not saying. What I will say is things get better with this chapter.

* * *

Ultimate Aeon Origins: Reboot

Chapter 7: Hope

**Mutation, before we thought it was a form of evolution, we felt that we were the next step in mankind's evolution, that we were the future. My friend and I Erik Lensherr started a machine, a machine that would change the world. We both had different names for it, he called it the Brotherhood of mutant supremacy, I called it the X-men. Things started off so well, Erik had his children and his followers, Toad, Blob and Mastermind, and I had my children. 'The children of the atom' my X-men, Cyclops, Marvel Girl, Beast, Iceman, Colossus and Storm. We accomplished great things...**

"I'm sorry, I hate to interrupt this flashback/monologue moment you're having but I just want to call it, BULL SHIT!"

Charles Xavier looked at Sven Reilly, the fury on the young man's face that shattered his vision of his past. The astral plane was shaped by Sven's emotion, the black void turned into every failure and sad memory that Sven highlighted.

"Your own son becomes exactly what the world fears, a mutant with no control of his powers, Surprised? I can see everything now, every failure, every time you claimed to be a hero and lied through your teeth. You sent Wolverine to kill a boy who had lost control of his powers, he killed an entire town and you killed him so that the truth wouldn't get out, that mutants really are dangerous. Then you go back to lying and telling the world that mutants can coexist with them, you played the wise leader who always tries to do the right thing yet you were brainwashing your best friend. "

"Your children of the atom, they were just your soldiers, you sent them to fight and never inspired true loyalty, you never showed Dazzler that there was more to life then a fucking album, you never helped Rogue to control her powers to the point she started thinking that god was talking to her, you failed to teach Kitty Pryde true responsibility for her actions, she was so scared of the life she lived that she told everyone the X-men kicked her out, you never taught Bobby Drake how to reach his full potential, potential that could have saved lives like Peter Parkers, that even could've stopped Ultimatum, another failure of your doing in which your best friend tries to wipe out the entire world because his kid's had died, but here's the kicker Quicksilver was still fucking alive!"

"Your dream failed, even your favourite X-man Cyclops tried to abandon the dream, mutant and human coexistence...bullshit, straight after Ultimatum the world takes on Anti-Mutant laws and then the truth comes out...that mutants aren't evolution just an attempt to create super soldiers gone horribly wrong. People said mutation was a disease and those people were proven right, people line up to clinics to lose powers that had already cost them everything worth having because your dream failed. Because the world didn't want to understand or accept mutants, it wanted to lock them away, get rid of them or use them like property. The world you fought for was a world where a guy would murder his own daughter in her sleep, because he thought it was better than her living as a mutant, that's the world you created Charles Xavier so when you sit there and put images of your X-men into my head and tell me that they achieved great things I don't know what FUCK YOU'RE TALKING ABOUT!"

Charles tapped the arm rest of his chair and rolled it around Sven. A chair materialised behind the young man as he fell back, breathing deeply. The rant was clearly driven by Sven's anger, back in the real world he had become a rampaging giant after all. Xavier looked at Sven as if he was looking at and scolding one of his own students. In his place he didn't see the multitude of youths he had to lecture but Logan, AKA Wolverine, the grown man who had to re-evaluate how he saw the world.

"Are you quite finished?" he asked.

Sven looked at Charles with a glare in the corner of his mouth. Then he lowered his gaze, like a defeated child.

"I'm done," he said.

"Good because..."

"I'm done with all of it," Sven said. "This world is hell, but what about the world we came from, why should I settle for that world, why should I go back to that existence, a world where my best friend is in prison, a world where half the population is dead because of your best friend, a world that has faced threat again and again and the heroes haven't been the people they've needed to be in order to stop it, the best thing Reed Richards could do was steal a way to save the world from another version of himself, a world where the Ultimates were too busy fighting each other to worry about the hero who would have surpassed them all, where their best solution to stopping a convergence is to invade that Earth."

Sven gripped his head as he fell to his knees.

"There's too much, all of these images in my head, these futures I'm seeing, I don't want them, I DONT WANT THEM!" he screamed.

Charles rolled towards the young man, placing a hand on his shoulder. Sven looked into Charles's eyes and saw the kindness reflected in them. He could see that the man felt his pain and sympathised.

"You're feeling what everyone feels, but believe it or not things will get worse, this Earth will cease to exist," Charles said.

"I know, I know that if Cap and Magneto don't end up destroying the Earth in their war, something else is coming to destroy it anyway, I just don't know what," Sven growled in frustration.

"Let me show you."

The telepath put his fingers over his forehead and closed his eyes. Sven, slightly shocked, backed away from Charles as his office began to fade. It was replaced by the darkness of space. Sven could see planets and stars in the distance. He looked towards the sun of a distant solar system. There in the distance he saw a mass of asteroids. He immediately realised that there was more to the rocks than they seemed, as they didn't move in random directions but on a set path that would correct itself. Sven looked through the rocks and saw tiny little machines, purple and silver in their appearance. They moved like locust swarms, together they had formed a single body like a fog that moved through the asteroid field.

"I know what those are," Sven said.

"Yes, you have been implanted with the history of the events surrounding the heroes of our Earth, you know of what can be, what will be, the Gah Lak Tus swarm," Xavier explained.

The last moments of thousands of dead worlds flashed before Sven's eyes. This universe was experiencing its final moments, as the Gah Lak Tus swarm, more hungry than ever moved from planet to planet, draining life energy from the worlds and then converting them into twisted versions of what they once were. Sven's sight flashed from space to the surface of the planets the swarm visited. He saw Kree warriors being turned into cyborgs, and the metropolis that covered their entire planet turned into a breeding ground of Gah Lak Tus technology. Alien species were altered, a race of bird like people known as the Shiar had their skin replaced with metal, and the armour of their protectors the Fraternity of Raptors changed to the purple and silver colours of the swarm. On a planet known as Korbon resided a species of humanoid creatures called Korbanites, their faces were long like a horses and they had three fingers and a thumb on each hand. Their cyborg protectors known as Rays were quickly turned by the swam, the Korbanites could only scream as their world was overrun by the swarm. Even a planet filled with no mechanised defence force fell, the purple skinned Strontians and their protectors, the gladiators fought well and hard against the swarm, but even they fell. One after another planets and their protectors fell, the Nova Corps of Xandar, the Space Knights of Galador, the Star Force of Spartax, the Brood and even the remaining Chitauri were made extinct, replaced by mere copies for the swarm.

Sven looked upon the fleet of ships that once belonged to their respective home worlds, but had now been turned into parts of the Gah Lak Tus fleet. But that wasn't even the worst of it, as Sven and Charles floated amongst the swarm and the fleet, they saw what they protected. Sven remembered seeing it in what his previous home dimension looked like. A gigantic 'man' covered in blue and purple armour, except the blue parts of his anger were now grey, his skin was blue and his eyes glowed red. He stood on a ship as big as a planet, numerous satellites flying around him. The satellites suddenly gave off different lights, Sven suddenly realised he wasn't seeing satellites. Charles afforded him a closer look, and Sven's imagination was once again baffled. They were people, all but one looked closer to human than any of the species their master had destroyed. In the lead, standing on top of a meteor stood a balding man whose skin, including his head looked as if they were made of granite. He wore black and purple armour on his chest and waist, with gauntlets covering his arms. The rock of his skin differed slightly at his chin and cheeks, they were darker, forming the silhouette of a beard. He was bigger than any man Sven had seen before and wielded a huge axe.

"Terrax, formerly a conqueror of his planet, he became a Herald of Galactus only so that he could gain the power cosmic and fight stronger opponents across the galaxy, every other warrior on his planet was dead," Xavier explained.

Flying around Galactus, leaving a trail of flame behind him was a man composed of fire, wearing a yellow sleeveless shirt and red boots, he carried a staff with flame tips at each end. Even his hair was composed of fire.

"Pyreus Krill of Xander, a former member of the Nova Corps, once the corps realised they could not stop Galactus, Pyreus volunteered to be his herald to keep his planet safe, perhaps the only man with any honour truly left."

A blue light flew around Galactus, resembling the currents of a whirlpool. Suddenly a creature appeared, its scaled skin shining with the power cosmic. It had a single eye and fins over its head and arms and wielded a double sided lance.

"Stardust, formerly of a Watery world which had no name or defence against Galactus, this creature however offered itself as a Herald!"

Then a man whose skin and armour was a metallic purple appeared, flying around Galactus with a pair of energy wings.

"Air-Walker, another of the Nova Corps, he offered himself to protect the Xanderian fief Galactus targetted," Charles finished his explanation of the heralds.

But then a fifth herald appeared, flying past the others with a green energy trail. He wore glack and green armour, the helmet formed the subtle shapes of a mouth and eyes.

"Dominas the Wave Master, always the first to arrive, always the first to strike," Xavier explained.

"These creatures, I have to change the world back," Sven said.

"No!" Xavier said, shocking Sven.

"I don't understand, you've shown me a world that is heading towards its own destrution, a universe slowly being ripped apart by Galactus, his heralds and his swarm, either way this reality is doomed. But now you tell me that I can't restore our world to what it was before? What is the point of all of this then? What if I make a world that was worse than this one?"

"You may very well end up doing just that," Charles sighed.

"Then what is the point?" Sven asked.

"Hope Sven, hope," Charles said.

Sven raised his eyebrows before frowning and gritting his teeth together in fury. He took a step towards Charles, resting his hands on the arms of Charles's chair. Then he began the chair and the universe disappeared.

"I can see so many possibilities, none of them good," Sven snarled.

As he spoke the world changed around them, different scenarios flashed in front of the two men as they visited multiple worlds and events. They stood in front of the house of Peter Parker, witnessing his dying breaths in his Aunt's arms, feeling every emotion, the guilt of Bobby Drake and Johnny Storm, the fear from Miles Morales and the sorrow Peter's family and loved ones felt as he passed. Again another moment passed and the two men stood as New York was rebuilt after yet another catastrophic event, this one of the Ultimates's making. The fallen statue of liberty was being repaired and the super soldiers of S.H.I.E.L.D. worked on repairing damage they had caused. Drifting forward through time they felt the sorrow of Quicksilver as his sister died, as he deceived his father and his madness when he declared himself a leader of mutants. Charles looked towards his old friend Magneto as he fell to his knees in anguish.

"Charles, he would understand," the man said.

"Charles can't forgive you, and NO ONE EVER WILL!" Cyclops yelled as he beheaded the man with an optic blast.

"I bet you were disappointed in Summers, executing a man like that, but then again Scott Summers has always been the disappointing one hasn't he?" Sven asked.

"No he hasn't," Charles said.

Sven looked at Charles as if to ask 'really?' Then showed the man his student's final moments.

"We are here today because history is about to be changed. Freedom is about to be changed. A vote is being taken in the senate which will make it so all mutants must surrender themselves to the United States government or they will be hunted down and shot on sight!"

BOOM!

Charles looked away from his student as his skull was split open.

"They will be hunted down and shot on sight!"

BOOM!

"They will be hunted down and shot on sight!"

BOOM!

"Hunted down and shot on sight!"

BOOM!

"HUNTED DOWN AND SHOT ON SIGHT!

BOOM!

"SHOT ON SIGHT!"

"SHOT ON SIGHT!"

BOOM!

BOOM!

Again and again Sven showed Xavier his 'son's' death, in vivid detail, like an action replay. It came to the point when Sven seemed to grin over Charles's sadness and disappointment over the tragedy. But he didn't just stop with Scott's actions, he showed Charles Piotr Rasputin mercilessly killing a man out of revenge. The vivid detail, Colossus shoving his gigantic hands through a man's sockets and splitting his skull, the blood would have covered Charles if they were truly there. Again and again they saw Kitty Pryde running away, from the mansion, from Spider-man, from abused mutants and every time Jean Grey found some excuse not to help others. The effect seemed to hurt Charles as he sank further back into his chair.

"You never inspired loyalty Charles, you never bought out the best in people, so what good is it showing me the X-men, when I know that they have never given people hope!"

Sven's words echoed through the astral plane. He pushed the wheelchair, sending it crashing into a wall. Xavier fell to the floor, but showed no hint of pain. Instead he stood up and pointed into the scene taking place before them. Sven looked at the loved ones of Peter Parker, everyone who ever knew him. They were honouring him with a celebration of his life, probably the only celebration there ever was. Miles Morales and his friend Ganke were there, along with Gwen Stacy, Mary Jane, Kong Macfarlane, Johnny Storm, Peter's Aunt and Gwen and Mary Jane Watson, even casual acquaintances like Liz Allen and Bobby Drake. Sven gripped his head as they began talking of how they hoped Peter's life would have turned out. He saw from MJ a life where Peter had become an Ultimate, where he wore a red and gold suit and lived as the greatest hero on the planet. From Gwen he saw a life where Peter continued working in the shadows, fighting criminals on the streets and exposing their crimes against those the Ultimates often forgot, the people of New York. A hesitant and somewhat saddened smile spread across his face as he saw Bobby's hope, a world where Peter and his friends became the next generation of protectors. From Aunt May he saw a world where Peter lived up to his full intellectual potential and created new super heroes with his inventions. Tears began to fall down his face as he saw the friendship Miles had hoped to form with Peter, and the incredible love Kitty still felt for the fallen hero.

"Damn you," Sven snarled as he turned to Xavier. "Why are you showing me this? All of this pain, it's all born from people's hope and people's faith in your kind, WHY DO YOU SHOW ME IT!"

"Because Sven, that is our fate, our burden, to bear their pain," Charles said.

"Is that it?" Sven asked, shaking his head in disappointment. "Is that the best you can give me, some platitude about accepting a burden?"

"It's the best we can all do, accepting their pain and embracing it, using it to drive us forward, that's what hope is Sven, moving through our pain and towards something better, believing that things will get better even if it doesn't, that's what hope is," Charles explained.

Sven widened his eyes slightly as the world shifted once again. He was on the rooftop of a building in New York, looking up at of all things another Earth. Charles Xavier appeared beside him and gripped his shoulder.

"Hope can only exist when people are at their lowest, one has to find hope or be given it," Charles said.

Sven looked up and saw flying towards the other Earth, Iron man's flight platform, the one he had used against the Liberators. The Ultimates seemed to be going to war.

"Once again their first response is attack, how is the world supposed to survive if this is how it acts? How can the world survive when violence is the first and last resort of supposedly good men?" Sven asked.

"If you can't find hope in your world, look beyond it," Charles said as he pointed up at the Earth.

Again Sven looked up and yelled as the markings on his body glowed red. He saw a bright white light and felt as if he was flying. When the light stopped, Sven couldn't feel anything. He could see however, through the eyes of someone else. The person, whoever he was lied on the floor of a fresh battlefield. Pieces of debris were still crumbling around him. Sven felt a touch of sympathy when the man looked to his right and saw that the debris had crushed his right hand from the elbow. He could hear the teenager's pain.

"Damn it, I tried Sven, I tried, they're all going to die because of me," he said.

"No," Sven would have shaken his head if he could. "Get up, you can't give up," he said.

The teen put a hand to his face and let out a yell as he began to pull, yanking his arm sharply. He twisted the bone and pushed his feet against the debris. His yell grew louder as he continued to pull, bashing his feet against the rocks to give himself a head start. When it was abundantly clear that he couldn't move it out he reached for a knife on his belt. Gritting his teeth together he stabbed it into the joint of elbow. Screaming in agony, he dug the blade in and bent it around the flesh, putting extra effort to disconnect the bones. Yanking it again he tore his elbow away from his arm.

"That's it, keep moving forward," Sven said.

The young man pulled a flare off of his harness and turned it on. He pushed the flare against his stump and screamed as it cauterised the wound. Throwing the tool aside he then injected adrenaline into his leg and began walking forward.

"That's what hope is, a force that will grant you determination, the determination to push forward even if defeat seems inevitable," Charles explained.

Sven opened his eyes and once again found himself in Charles Xavier's office. The older man was back on his wheelchair, looking at Sven as if awaiting a response.

"What did I just see?" Sven asked.

"The future of another world, perhaps all worlds, I'm hoping that it will grant you the strength to move forward Sven," Charles said.

"Is that it? Are we finished?" Sven asked.

"I am for now, I will return I promise you, but right now there is nothing I can do to stop the nuke Rogers is planning to launch at the city," Charles explained.

"WHAT! THAT'S INSANE!"

"I think we've already established this Rogers is even more of a brute than he was in our old world," Charles grinned slightly as he turned around. "Remember Sven, it's the greatest gift we can have, to bare their pain without breaking. Hope can make you stronger than you can imagine!"

Sven closed his eyes as he opened his mind to both the pain and the joy of his counterparts. His eyes turned red as the markings on his body glowed. He felt hands touch his back and looked at the people behind him. Standing there, with smiles on their faces were the people who had changed because of the hope they had. Whether they had lived or died, their lives and outlooks had been shaped for the better.

"With great power comes great responsibility," Peter Parker said.

"All you have to do is face your fears," said Miles Morales.

"And never give up," Kitty Pryde smiled.

"Even though things seem worse than what you once knew, it doesn't mean you should give up on it," Captain America said.

"Sometimes not everything is beyond changing bub," Wolverine huffed.

"There is always hope," Wasp said.

"So long as you can get back up and keep moving forward!"

The last one to speak bought a tear to Sven's eye. Faith and all of his friends, Kyle, Rick and Jack, his mother and sister, Peter Parker and his Aunt May and all the original heroes of the Ultimate universe. Xavier rolled through the crowds and smiled at Sven.

"Please...we need you to hope again!"

* * *

Benjamin Parker had been ready to give up on hope. He had been hoping things would get better for years. When his brother and nephew died, he hoped he and his wife could find some form of happiness. But then she died, and Ben was left alone, he tried to fill that loneliness by helping others and taking on wards. Yet as the days went by more and more Ben began to lose the hope he had placed within his brother, nephew and wife. The world had become so bad that a man like him couldn't do good anymore.

Jonah Jameson had personally written about some of the worst events in the recent history. He had witnessed time and time again potentially good men make the worst kind of decision. His childhood hero had been Captain America, up until the point Steven Rogers started acting like the common foreign opinion of America, he became a brute and a tyrant, whom used democracy and freedom to suit his own ends. He lied about liberty and democracy and time and time again proved that might made right, abandoning the principles he fought for in the beginning. Jameson never trusted men in masks, but he felt that if they had done something to prove themselves, not necessarily taking off the mask, but proving how heroic they were then Jameson felt he could trust those masked men and women. Instead Jameson's distrust and bitterness was stronger than ever. He saw himself as the last big of hope in this world.

Aaron Davis had lived a life of crime for most of his life. He had always believed that being a 'made man' or a kingpin was the only true path to success and happiness. His brother had always been the smart one, the one with a future. But even when Jefferson found that happiness, Aaron was still convinced that he could only live as a criminal. Whilst Jefferson married and had a son, Aaron went from one job to another, stealing for powerful men. When he had been contracted to steal a spider, Aaron's life changed when the spider bit him. His strength increased, he could become invisible and generate small shocks of 'bio-venom' from his finger tips. Believing that he could become the next big villain in a world where villains never lived long, Jefferson called himself 'Spider-man' and went to the streets. He killed a Mexican Kingpin known as Scorpion and even killed the American Kingpin Wilson Fisk. But their operations didn't automatically fall under his authority, and his actions drew the attention of the government. Rogers learnt Aaron's identity and took his brother's family into 'protective custody'. He publically shamed the family for sharing the blood of a criminal, deliberately making them a target. Aaron fought hard to keep his family safe, but in the end hundreds were dead, including Jefferson, his wife Rio and their son Miles. Jefferson died telling Aaron just how much he hated him. After that Aaron stopped hoping, he just worked as hard as he could to find some kind of redemption.

Howard Stark knew that the world was dark, he had been responsible for making it that way. The dark world he had created cost him his sons and his arrogance cost him his wife. She left and he continued running a company, and creating a legacy of bloodshed and hopelessness. He had no hope, only cold logic, that the world was destined to end and that only a few good people could be saved. His work with Magneto was part of that plan, that cold and logical plan to take away people who mattered, to build a new world and leave everyone else to die. For he had seen a vision of the future and it was an early end. Everything dies, that was a fact Howard accepted, even the universe had an end.

Sarah Rushman knew what her life was supposed to be like. She knew she was supposed to die, her dreams told her such. Every week since she was thirteen she had the dream, of a tattooed man ripping her heart out. When that dream first occurred, bone daggers shot out of her skin and killed her parents. She spent the rest of her days since then growing up bitter, angry at what the world had become. Even when she accepted Ben's kindness she was not completely convinced of the 'goodness in humanity' or hope for the future. She couldn't even be glad to be alive when she accepted the reality that in another world she would be dead. Other people, better people were dead over her.

Slade Reilly's greatest hope had always been his son. He always loved his son no matter what, no matter what mistake or choice he made he loved him. Part of him was ashamed to admit that he never loved his own daughter quite as much as his first born. He loved his wife once, he might have even been capable of loving Natasha once. Romanoff had only been a source of inspiration, the ruthless woman had convinced him to get rid of all of his useless possessions. The affair had just been the excuse Slade needed to leave his wife and daughter, but still there was Sven. He couldn't live without Sven being in his life. Faith, a mutant would've taken that away. Even if it meant turning his son into an alcoholic mess, Slade decided to kill Faith. But the hope faded, and only hatred remained. Part of him convinced himself that Faith and not he had been responsible for Sven's fall.

The entire city of New York thought that the day had come for it to be destroyed, to join Wakanda as a Necropolis. They saw the nuke in the sky, and they saw it explode. But they had not seen what Sarah and Slade had seen earlier. The monster that destroyed Slade's sentinel, crumbled to pieces and a light flew out of it. This light formed the silhouette of a person the closer and closer it got to the nuke. Thousands saw a red field envelop the nuclear blast, at convert it into red particles. Like a rain of dust it fell across the city, gentle to the touch and uplifting to the spirit. Thousands saw a winged shape in the sky, flying like an angel, yet far away. It was an unseen miracle that reminded each person of the miracle of life and the importance of hope.

That day, Ben Parker began to hope again, Jameson felt like he could trust, Aaron believed he could find redemption, and Sarah believed that she was alive for a reason. But more importantly, people saw what Slade saw the day his son had been born. They saw a light and a joy that bought out the best in them, that made them believe everything would be okay. Slade Reilly's hope was restored, and the hope he felt for his son passed to all of Earth 1610.

Next Chapter 8: Project Aeon

* * *

Hope everyone enjoyed the chapter, next time the heroes go to Project Aeon, where the identity of the man being held there is finally revealed.


	8. Chapter 8

Disclaimer: I don't own Marvel

* * *

Ultimate Aeon Origins: Reboot

Chapter 8: Project Aeon

Frank Castle knew that the world he lived in was a strange one. So it came as no surprise that a nuclear blast had been stopped and some red dust put everyone in a good mood. What was the surprise was what Frank and his partner found when they were called to a break in at a clothing store. It had been closed for the night but the silent alarm had been triggered. He and his partner entered through the back, trailing their pistols and flash lights through the darkness. They heard only rustling coming from the changing rooms, someone changing into clothes.

"Whew, thank god, finally something that fits, I need to work out more," a voice said from behind the curtain.

The curtain was suddenly thrown aside and Frank narrowed his eyes in confusion. He could've sworn he had seen the thief before, his red hair and grey eyes were certainly unique features. The young man had put on a pair of grey cargo trousers, black boots and a grey shirt with short red sleeves.

"Wow, this is awkward," the man said sheepishly. "Thank god you didn't arrive earlier huh?"

Frank reached for his cuffs, but the young man struck first. He punched Frank across the face, knocking him into a row of shirts. His partner tried to hit the thief with the handle of his gun, but was elbowed in the face. The thief pushed Frank's partner on top of him, tugging the cuffs off of his belt. He linked their hands together and then gave them both quick jabs for good measure.

"Really sorry about this," the young man said as he ran the other way.

On his way out, the thief grabbed a pair of gloves and a belt with utility pockets on it. He took a blanket and wrapped it over his body, just before jumping through the window. The people still outside were shocked to see the man crash through the glass. When he dropped the blanket they slowly kept their distance, noting the glowing marks across his skin. His eyes immediately focused on a motorcycle left at the nearby bar.

"I really hope whoever owns this won't be angry with me," he muttered.

Johnny and Roxanne Blaze were both shocked when they got out of the bar, and saw their ride speeding off.

* * *

**Savage Land**

Erik stood in his lab, alone in the physical sense. Since the day his best friend died in his arms, Erik had been haunted by the fear that his current path insulted his friends memory. Today he received his answer in the form of a snow of red. The anomaly in New York was witnessed world-wide, even as far as the Savage Land. Certain individuals had experienced flashes of memories they knew weren't theirs. But deep within their souls they felt a familiarity with the images they saw. Scott had been avoiding Lorna ever since, Erik had no idea what his protégé saw, but he hoped his and Lorna's love would endure. Some like Dazzler took their new memories in good humour, she had joked so many times about her 'punk rock/gothic' phase. Erik however had faced the knowledge that in no matter what world he occupied, he would always choose a bloody path.

"I know I have disappointed you old friend, but ghosts no longer have to struggle," he said.

**"You truly think the dead are better off than the living?" **his old friend's voice echoed in his mind.

"Perhaps Charles, the dead don't have any concerns," he shrugged his shoulders.

**"And what is your concern now? Whether or not you have done the right thing, or whether your plan will actually succeed?"**

"My plan will not fail, I have sacrificed too much already," Erik snarled.

**"Hope Erik, it's what I've always looked for in you, right now we need you to hope again if we are going to save everyone," **Charles explained.

"Everyone? Are they deserving of that?" the master of magnetism asked.

**"Just because people stumble and fall, doesn't mean they are lost forever!"**

The words echoed through Erik's mind, and lingered still when he put his helmet on. He floated towards the ceiling, folding it out so he could fly outside. Upon reaching the surface, hundreds of the flyers of his people were already taking to the skies. Archangel, Angel and Guardian were already ushering the flyers into the shelters. Worthington with his angelic wings, Salvadore with her fly wings and Morgan with his gold metallic wings, all three were the best and most experienced flyers in Magneto's army. Salvadore had to part with her children and Derek with his brother and sister in law. Warren however stood alone as he always had, his family had abandoned him. He did however look towards Dazzler on the ground, and she towards him.

"Father," Magneto turned towards his daughter as she flew up.

"Polaris, you should be preparing the little ones for teleportation," he said.

"Gateway will be fine on his own, I know you're trying to keep me out of the fighting, but I want to do this," Polaris explained.

"No, you stay with the others protecting the teleporters and the children, if I fail you will be the final defence," Magneto said.

"Then why isn't Cyclops going to stay with me?" Lorna asked. "If I truly am the last resort then why am I not taking my lover with me?"

"We need Cyclops on the field, he's one of our best fighters and tacticians," he retorted.

"What is coming towards Earth father? Why are you in such a hurry to get everyone to safety?"

"Something worse than the Ultimates, please Lorna, go back to the others, keep them safe, succeed if I fail," Magneto flew closer to his daughter and tilted her chin up. "Know my daughter that I have always been proud of you," he wiped a tear from her eye and flew up to the spire of the fortress.

He raised his hands, straining as if lifting a heavy object. It was partly right, only they were beyond heavy to anyone who couldn't control metal. The areas already evacuated began to crumble, the Utopia many had worked hard to build fell apart as Magneto summoned the second layer of defence. In case Iceman failed, land and air invaders would face the gigantic metal monsters that Magneto had created, the two Living Monoliths. Their dome shaped heads and massive bulky red armour had earned them the names 'the unstoppable Juggernauts'.

"MY PEOPLE!" Magneto yelled.

The fighters looked up at their leader and messiah figure. To them, Magneto was the unifier of the mutant race and their saviour, both individually and as a race. There wasn't a person in the army who hadn't been saved by Magneto and his vision for the world. Piotr Rasputin had been a former weapons dealer, an occupation the Mafia had forced him to take on. But Magneto found him, gave him and his family a new home and a cause to fight for. Wearing a black sleeveless suit, with armoured padding, Colossus stood ready to defend his new home and buy time for his people. Alongside him stood, clad in a black suit, with numerous zips and yellow straps on the chest was Roberto DoCosta, his exposed right arm revealed a burn from an Ultimate's laser cannon. It served as the eternal reminder that humans had tried to kill him.

"For too long we have suffered under the watchful and hateful gaze of the Ultimates. Their leader, a man whom many once considered a hero is determined to wipe us off the face of the Earth. Not because of the tragedy he suffered, or simple ignorance, but because he fears and hates the future. The people we protect, mutant, Inhuman, savage and baseline human alike is the future, because they will refuse to accept the world that Rogers has given them."

James Proudstar nodded in agreement of Magneto's speech. The native American boy's own brother had served the Ultimates once, only to be betrayed by his supposed comrades. James wore war paint around his eyes in honour of his heritage and bore the name and daggers of the Thunderbird proudly. Beside him, a pink skinned girl created a portal for several civilians to join the other refugees. She looked up at Magneto in awe, Clarice Ferguson had been saved by the worst of Magneto's men. Sabretooth had been like a father to her, and she was proud to consider the name she had given him her true name, Blink. Magneto had the habit of taking even the worst kind of men and moulding them into heroes. Bishop was one of those men, formerly a violent prisoner, Bishop was one of the most heroic men Blink knew. He wore a red scarf over the top of his black uniform. The blaster he carried was linked to his nervous system, allowing him to fire energy he absorbed.

"My contact within the Ultimates has told me that Rogers will soon be approaching, with an army the likes of which hasn't been seen before. Except for ours, we are the most powerful beings on the planet, we did not ask for these gifts, we did not ask for the power. But over time we have learnt to use this gifts for a better future, a future of freedom and dignity, no matter the cost, no matter the sacrifice. Those men are soldiers fighting for a paycheque, bastards fighting for their hatred, psychopaths for their inhibitions. You all fight for your home and the future of your loved ones."

Marian Carlyle stood with the other young mutants ready to protect their home, wearing a plain white suit. Her fellow fighters included Sasquatch, Sunfire, Detonator, Magma, Strong Guy, Micromax, Psylocke dressed in purple telekinetic samurai armour, the spider hybrid Orb Weaver, Geldoff and Shola Inkose. She accessed the abilities of all the mutants she had absorbed over the years. Her skin changed to a metal material as claws extended from her knuckles. Her eyes glowed red and a butterfly aura shined around her eyes. Rogue looked up towards Micromax as the young man grew to his full height. A man whose body was made entirely of ice suddenly materialised before the army, his right arm was gone and water was dripping off of his body.

"Iceman," Rogue gasped.

"They're coming, they burned right through my defences," Robert Drake said.

"What are they bringing?" Colossus asked.

"Everything they've got," Bobby said.

The people of the Savage land looked up at the objects in the sky. They were coming closer and closer towards the ground. Orb Weaver narrowed his eight eyes at an object above him.

"ALL OF YOU GET OUT OF THERE!" Archangel yelled.

A giant man suddenly landed on top of Orb Weaver, squashing him underneath his foot. He was soon followed by hulking men with goblin faces and horns. More giant men landed in the jungle, squashing some of Ka-Zar's warriors. Magneto looked towards the mountains and focused his powers of the mass of machines coming towards the citadel. But they were not metal, and that alone made Magneto panic.

"Idiot, why would I send a force of metal robots against a man who can control metal?" Rogers asked as he and Danvers walked towards the edge of their drop ship.

Rogers dressed in a hybrid version of his world war 2 and modern day costumes, a blue military uniform with red gloves, grey body armour and a helmet that doubled as his mask. He activated his energy shield and walked to the edge of the drop ship.

"The Ultron Sentinel program, their bodies are made of a reinforced plastic, their tactics adapt to the enemy in front of them. They cannot be stopped, neither will my purge of all those who are not worthy of living in my new world!"

He jumped off of the drop ship, leading a contingent of Ultron drones modified with Sentinel tech, soldiers using Falcon wings and the enhanced goblin troops.

* * *

Ben stood outside of the Daily Bugle, waiting for the source of that light. He hadn't even bothered to go into the building to find out if the resistance really was there. The plans of Stark and the other heroes mattered little to him. Likewise Spider-man stood on the rooftop, contemplating his own visions. He understood the importance of Sven Reilly, the importance of his power. It went beyond simply merging with super powered beings, it was control of the foundation of reality itself. Aaron was no scientist, and he hadn't found god even when his family died. But he knew the makings of a miracle when he saw it, and he knew when to have faith. His instincts told him to put his faith in Sven Reilly.

Inside the Bugle, several men were not contemplating the great event they had witnessed but rather how to move forward. Ben Grimm, the only survivor of the Negative Zone incident stood alongside hero and villain alike. This group, bought together by Howard Stark represented some of the best and most powerful beings on the planet. They also however represented some of the worst, the likes of Taskmaster, the Cat and Bombshell, mercenaries and thieves respectively. Even Bullseye Barton wasn't completely clean. Howard stood wearing his most superior armour to date, less bulky than his other armours and made from unstable molecules, reinforced by a silver space age alloy that wasn't magnetic. It was the perfect weapon to be used against a master of magnetism. But the armour wasn't designed to fight against Magneto, it was an insurance policy in case the deal with Magneto went south but Iron man's true enemy today would be the man who pushed the world to the brink.

"I've gathered you all here because you stand as the few heroes ready to stand against the corrupt system, you all come from many walks of life, from the streets, the ranks of mutants and human and the lab altered super soldiers, some of you are complete accidents, whom we are fortunate to have with us," Howard gestured to Grimm in thanks.

"Maybe we could cut to the chase Mr Stark, my spider sense has been ringing none stop since that light appeared in the sky," Spider-girl said.

"I believe that is because you have already begun to sense what is slowly approaching our planet, what Stark tech satellites detected entering our solar system. An object of incredible size, feeding on every planet it passes, we're running out of time, we are the only thing that stands between the eradication of every living thing on the planet," Howard explained.

"What exactly are we dealing with Stark?" Barton asked.

Howard pushed several buttons at the console, bringing up a holographic display of the solar system. He pointed at the object surrounded by meteors, the ship that was making its way to Earth.

"So far, whatever this thing is its destroyed seventy life bearing worlds, including species we have encountered before like the Kree and the Chitauri, but I believe our young friend here knows more," Howard and the eyes of everyone else in the room suddenly turned to Rick Jones.

"All right kid, tells us what the hell is going on," Taskmaster snarled.

"Ease up, he's been chased for the past few days," Magician said.

"I am Groot!"

"He's right, we really need to know what's going to happen," Molly said.

"THIS IS COMPLETELY INSANE!" Rick yelled.

The heroes looked at him in confusion as he leant against the wall, running his hand through his wet hair.

"I just got away from Galactus, I just helped save my world from him and now he's coming back, to feast on a world that I know isn't mine, but this damn Watcher keeps telling me it is. You want answers, I want answers too...WHAT THE HELL HAPPENED TO MY WORLD!" the boy screamed.

Karen put a hand to her chin as she looked at Rick. She suddenly grabbed the sides of his head and reached into his mind. Immediately she screamed in horror at the images she saw. She saw a man she despised, Cyclops, executing the man he considered his father Magneto. Yet she suddenly felt an intense love for him, even more intense than her feelings for Magician. Her hair was its natural red colour again and she was kissing Cyclops, both of them dressed in a strange black and yellow uniform. Then she felt great sorrow, the kind that dominated her for the rest of her life. She buried a man who was her teacher, buried her lover and other friends and spent the next few years running from the law, trying to help others but failing miserably. Eventually she had become so bitter and miserable that she eventually stopped caring about helping humanity.

"Oh god, so much pain," Karen stumbled away from Rick, falling into Magician's arms.

"What's wrong Karen what did you see?" Magician asked.

"I saw...agony," the woman whispered.

"I think you're on the right track Karen, look into his mind again, this time focus on his pain," Howard advised.

"No, she almost had a seizure Stark, I'm not going to risk my girlfriend again," Magician said.

"I am Groot!"

"That's an excellent point, Doop agrees too," Molly said.

"Okay, what the hell is the stick saying?" Barton asked.

"That it's a decision Karen should make," Molly said.

"I'm okay everyone, I want to try again, this time with your permission Rick," Karen said.

"If it helps you all understand what's at stake better, then go ahead," Rick sighed, crossing his legs as Karen touched his head again.

She closed her eyes and when she opened them again they had begun to glow with an orange light. Rick's own body suddenly turned into yellow energy and a Phoenix symbol briefly glowed around Karen's right eye. Then she was pulled into the cosmos, a representation of Rick's mind. Memories passed her by, of a regular boy living a dull life in worship of the heroes. She saw posters of Spider-man, Captain America and a group similar to Existence, yet they gave off a warm feeling of hope. Then she saw it, the bright light that came down from the sky, that struck Rick and put him into a coma. When he awoke from that coma everything had changed, and it all started with a stone pillar, a stone pillar with a glowing red eye.

**"Thank you for waking me, avatar of the Phoenix!"**

The heroes looked at Rick and Karen in shock, both had just spoke in a voice that wasn't theirs.

"Okay, this shit just got weirder," Barton muttered.

"I am Groot!"

"What language Groot?" Molly asked.

* * *

The bike he 'commandeered' was good, he had to hand it to Blaze the man must have spent as much time tinkering with his ride as he did riding his girlfriend. His amused smirk faded as he reached Queens and saw again the destruction that had spread from one house to another. The people however weren't just mourning for the dead, but helping agent and mutant alike to recover. Even the S.H.I.E.L.D. agents themselves seemed to have abandoned their hunt. Agent May used to be a cold woman, likewise Agent 'Mack' Mackenzie used to hate super humans, now both were assisting in the evacuation of Queens. Their 'conversion' filled him with a sense of hope that anyone could be reached. He continued riding the bike until he came to Ben Parker's house. There, Marrow was working on hotwiring a car. Already he could feel the determination pouring off of her. She was helping human and mutant alike, helping them climb onto the pickup truck she had taken.

Despite not fighting, or using her powers, she was still being a hero. Anyone who chose to help was a hero in his or her own right, and it reminded him that one didn't have to be a fighter. Simply having the bravery and kindness to do the right thing, even when the whole world was against you could make anyone a hero. Seeing normal people begin to help each other made him believe in hope again. So he didn't exchange an invitation to Marrow, she was right where she needed to be. Revving the engine a little more, he drove away. Sarah watched the man leave and smiled for what felt like the first time in her life.

* * *

The battle between mutantkind and the super soldiers had begun. Explosions rocked the once beautiful landscape of the savage land, laser blasts had decorated the sky. Magneto raised his arms as metal objects flew around him. They formed a suit of armour around his body and projectile weapons he could use. His cloak flapped behind him as he flew headfirst into the horde of soldiers. Metal spikes flew through their suits, and magnetic blasts overloaded their electrical equipment.

"COME ON!" Rogers yelled as he landed.

He already began to clash with Colossus. The metal giant slammed his fist into the shield. Rogers then struck back, striking Piotr's chin so hard that it left a mark. Above him, Danvers and the squad of falcons rained down energy blasts and gunfire respectively. Blink created a portal, redirecting Danvers's energy attacks into an Ultron-Sentinel. The sentinels began swarming the other mutant fighters. Thunderbird slashed one apart with his blades and Sunspot melted two with a blast of fire.

"BLINK!" Bishop yelled.

She immediately opened a portal, like a window that gave Bishop a vantage point to hit the falcons. Bishop fired one blast after another, disintegrating some men and blowing apart the flight packs of others. Troops landed via parachute and began firing energy blasts at Ka-Zar's surviving people. He and Zabu ran into the fight. The tiger sunk his teeth into necks whilst his master impaled others on spears. Ka-Zar threw his spear through the neck of a soldier and then drew his knives. He jumped on top of a soldier, stabbing him multiple times in the chest before burying a blade in his neck. Four more soldiers ran in front of him, hitting him from either side with energy blasts from their rifles. The man's steaming skeleton clattered to the floor and Storm looked towards what had once been her lover in horror. She let out a scream, creating vortexes that swallowed drop ships, bolts that impaled giant men and hail stones that battered soldiers.

"DON'T BACK DOWN PEOPLE! HIT THEM WITH EVERYTHING!" Cyclops yelled.

His optic blasts threw waves of sentinels back, and his men were beside him every step of the way. Blob grabbed and squashed the heads of sentinels and threw rocks into the giant-men. Avalanche created vibrations inside the skulls of the giant-men, blowing their heads apart and bringing them down on top of their own allies. She focused her power on a Goblin soldier who stampeded towards her. His ears bled but he kept on charging towards her. Pyro burnt a giant man until he fell and looked towards Avalanche.

"DAISY RUN!" he screamed.

The goblin bashed her in the side, sending her flying into the fortress wall.

"NO!" Pyro yelled, unleashing his rage on the soldier.

The creature laughed as he marched towards Pyro. Suddenly, a blast of ice hit him in the back. Iceman flew a flurry of ice spikes through the hearts and faces of the ultimates soldiers. Preparing another blast, Iceman looked up at a giant man and smirked. His grin was a precursor to his gravest attack, a blast of 'snowflakes' that infected the victim's body. The giant man's eyes turned white as his skin began to freeze. Iceman himself disappeared, and used the water within his victims body to regenerate, turning himself into a giant Iceman.

"Oh my god," one of the giant men muttered.

Iceman immediately stabbed that man in the chest and ripped his heart out. He fired ice blasts into the ground, trapping soldiers and sentinel drones. Unfortunately he also trapped some of his own team mates, cutting them off from one another. Blink created a portal that Cyclops and Pyro ran through. Bishop fired into the portal, destroying two sentinels that tried to follow. He turned and fired into another portal, giving Sunspot and Thunderbird cover to escape. Cyclops hit him in the back, recharging his powers. Rogue was already in the air, ripping through soldiers as if they were nothing. Danvers slammed into her like a rocket, knocking through the barriers of the fortress.

"They're already inside we need to provide back up," Cyclops said.

Blink nodded her head and created a portal. Cyclops rushed through the portal and fired a blast into Carol's chest. The woman smirked as her suit absorbed the energy and charged her powers. Rogue suddenly punched her across the face, sending her flying out of the fortress.

"Scott, we'll join you," Polaris said as she and a few more mutants joined the fray.

"Don't bother Lorna, just keep them safe," Cyclops said as he kissed his lover.

He jumped out of the fortress and into a portal Blink created. Immediately appearing in the midst of battle, Cyclops fired and cut through several troops that tried to gang up on Blob. He noticed movement over by the rocks and immediately ducked for cover. Rock spikes burst out of the ground, impaling several sentinels. Avalanche emerged from the rubble, her helmet having broken apart but her gauntlets still intact. She released a shockwave, knocking Rogers away from Colossus.

"Coordinate fire on the ice giant, incendiary rounds as was planned," Rogers said over his radio.

The soldiers adjusted the settings on their blasters and began firing blasts up at Iceman. Bobby stumbled backwards as falcons flew around him, hitting him with incendiaries. Storm created a rainstorm that healed Iceman's wounds and enabled him to shoot at the drop ships.

"Deploy the thunder squadron, Thors, change the weather to something a little dryer," Rogers said.

The doors of another drop ship opened and soldiers wearing the Thor harness flew out. Some carried hammers, others carried swords. But a whole squad of them concentrating on one weather pattern made Storm's presence redundant. She watched in horror as the lightning was turned on her lover's people. Fire and lightning hit Iceman, melting some of his skin. He desperately fired blasts at the Ultimates in a futile attempt to take as many down with him as he could. Three Thors fired their 'godblasts' into his chest, completely eradicating his heart. The Brotherhood watched in horror as their chief protector slammed into the fortress, causing a portion of it to fall apart.

"General, we have a way in," Danvers said.

"Good, squads sixteen and ten converge on my location and follow me," General smirked as he knocked Colossus to the ground.

He had one more child of Magneto to cross off of his list.

* * *

The heroes of Earth all looked at Karen and Rick with bewildered and shocked expressions. Some were outright afraid of what the Watcher, through their friends was telling them. It told them of Galactus, of his ascension to their reality and his merger with the organism Gah Lak Tus. Then it showed them the brutality of his feeding frenzy, how he decimated worlds like Korbon, Sakaar, Galador and Spartax, despite the efforts of their natives, some more powerful super heroes than everyone in the room.

"My god, and we're next on the list?" Cat asked.

"I'm afraid so, it took everything the people of my reality, or rather what this reality used to be to stop him," Rick said.

"How did they stop him?" Howard asked.

**"They used a portal to the Negative zone, a portal to a dimension with anti-matter, their plan had been to starve Galactus, but Galactus is a tenacious foe. One could describe him as immortal, even part of the universe, he will not stop. But I believe his escape from the N-zone became possible when this reality was changed, the event that put him in the N-Zone was erased but his ascension to your world wasn't, thus his rampage began again," **the Watcher explained through Karen's mouth.

"And the only means to travel to the Negative zone is under the control of General Rogers," Howard sighed.

"Exactly, and he's got his heralds for extra backup," Hawk-Owl said.

"And in that world the heroes were united, it's going to be even tougher," Grimm said.

**"But not all hope is lost, the means to ultimately save this reality lies with project Aeon. A place several people are being drawn to, one of whom is not here yet."**

"We don't have time to wait for someone, if they aren't coming it's their problem," Magician said.

"That's a little harsh Elliot, we should be taking every advantage we can get," Hawk-owl said.

"Except waiting for one more person to arrive is nuts!"

"It's not just one more person," a voice spoke from the shadows.

Spider-man emerged with his mask off and his eyes narrowed.

"You wanted a break in expert, here I am, I'm drawn to that place too," Aaron said as he walked into the middle of the group.

"Excellent, we can get started," Howard said.

"No we can't Stark there are two more people we need to wait for, one's waiting for the other outside."

"You can't possibly be talking about that old man," Howard looked at the former thief sceptically.

But Aaron kept on waiting, ignoring the complaints of the Stark.

"Hurry up Reilly," he muttered underneath his breath.

"No, we don't have time to waste," Howard said.

"Tough, the terms of my service are two more people so deal with it," Aaron retorted.

"We are talking about the end of our world you selfish fool."

"We're talking about a lot more than that Stark!"

"What do you mean?" Barton asked.

"This heist, operation, mission, whatever you want to call it, it won't succeed no matter what we do without me, the kid and the two people we are waiting for. Unless you're so arrogant to believe your plan is all we need Stark then go ahead to project Aeon, but I'm not leaving without the real heroes," Spider-man explained, putting on his mask and narrowing his eyes at Stark.

Stark turned away in frustration and slammed his fists into the table.

"Fine, we leave without you then, Jones, get us to wherever Project Aeon is," Howard commanded.

"I'm sorry sir, but I agree with..Spider-man, this isn't going to work without at least one of the people he's suggesting," Rick said.

"The Watcher is pounding that message into my head, but we can't delay as you said, we need to go now, Magician can take us there," Karen explained.

"I am Groot!"

"Groot is right, we can't leave, we need to wait for that guy Spider-man suggests," Molly said.

"To hell with that, I'm with you Stark," Barton said.

"Ditto," Taskmaster muttered.

"There's no way for us to accurately predict when Galactus will be here, we can't afford to waste time on this," Hawkowl said.

"I'm the only safe cracker you'll need," Cat grinned.

"I'm really sorry guys but this is all too big, I'd rather be helping everyone in Queens," Spider-girl said.

"Likewise, or at least everyone across the city, but from what we know its people all over the world who will need help right?" Grimm asked.

"Yeah, if we're not ready I'm not going," Bombshell said.

Iron Fist nodded his head in agreement, causing Magician to throw his arms up in frustration.

"Oh come on, we're only going to get one shot at this, why waste our time on little things like 'hope' I'd prefer to get results, to shape the world with my own hands and not wait around for someone else to do it for me," Magician explained as he opened a portal.

Those whom had agreed with Stark leapt through the portal, leaving the younger heroes and Spider-man and Grimm behind.

"Are you sure about this Spidey?" Spider-girl asked.

"Completely, and don't call me Spidey!"

* * *

Ben began to think that hope would arrive at the last minute. It was a cliché, but it was one that had been fulfilled when the motorcycle came rolling up. The rider removed his helmet and grinned.

"Sven," Ben smiled as he approached the young man.

"I'm sorry, I just needed to check in on Sarah and the others, you should've seen her Ben, she's taking your lessons to heart," Sven explained.

"With great power comes great responsibility, today Sven it's you who has taught me those words, there's not a lot I can do to help but please let me come with you. Let me see with my own eyes the rebirth of my wife and nephew," Ben explained, grasping Sven's shoulder with hope.

"Don't worry Ben, I wouldn't leave you behind AAAGH!"

Sven suddenly fell to the floor, gripping his head as the red markings across his body glowed.

"Sven, what's happening?" Ben asked.

"My memories, they're still changing, realigning with this time line, pretty soon I'll forget everyone who ever existed, my girlfriend, your nephew, I'm starting to become part of this world now and once I am...there will be no getting that old world back," Sven explained.

"Then come on, everyone else is inside, " Ben said as he folded Sven's arm over his shoulder.

They were some of the few to actually walk back into the Daily Bugle. Agent May put out the broadcast that all civilians were to go into the subway network. The last stand of the planet was about to begin. Jonah Jameson remained at his computer, typing up the story to send to Robbie once he reached shelter. The man had an expression that disturbed some people. He was completely happy because he had found clarity of purpose. Jonah pointed to the clock behind his desk without turning away from his work. Ben turned the dial, opening the hidden door and revealing the elevator. He said no farewell to the two men as they took it downwards.

"Spider-man, Spider-man, does whatever a spider can, spins a web, any size, catches crooks just like flies...spectacular, spectacular Spider-man, spectacular...Spider-man, Spider-maaan," Sven's markings were already beginning to glow brighter, and his sanity took some slips as well. "Personally I prefered the X-men tune from the nineties, god that was iconic," he proceeded to hum a catchy tune, causing Ben to hum along.

Both shook the distraction out of their minds as they entered the rebel base.

"Good you're both here, hurry we don't have much time, kid get us to Wakanda NOW!" Spider-man yelled.

Rick created a portal, sucking the whole group into it. They landed in the grass and dirt of a jungle and as Sven looked up the location became clear to him. Project Aeon was located in the ruins of Wakanda, the Necropolis. Spider-girl rubbed her hair as she got up, coming face to face with a man with half his face burnt off. MJ screamed as she backed away, Bombshell covered Molly's eyes and clutched her own mouth in disgust.

"Oh my god, what happened?" Rick asked.

"These are the Black Panthers, the last remnants of the kingdom's armed forces," Grimm said, looking at the bodies of the fallen warriors with pity.

"Stark isn't as in the right as he's portraying," a voice said from a nearby tree.

The heroes looked towards the tree and MJ gasped in horror. Hawk-Owl was leaning against the tree with a scorch mark on his chest and arrows stabbed through his knee caps. Sven knelt by his side and clicked the side of his cowl. The cowl began to fold apart, revealing the pale and weakened face of a boy fifteen years old.

"Woody," Rick identified the boy.

"Yeah, Rogers found out who Jack was, so he came up to his mansion and told him to fall in line. Jack got me away and went to give the general his answer..."

"Try not to talk, you may be bleeding internally," Ben said, kneeling down to grasp the boy's hand.

"When I braved coming back, Jack was already dead, Rogers broke his damn neck. I didn't want Jack's memory to die, so I made a costume to make me look like him...pretty sad right?"

"No, you were very brave Woody, you disagreed with Stark when it mattered. Which way did they go?" Sven asked.

Woody weakly raised his hand, pointing a finger at the forest ahead of them. A blade had been used to cut some of the trees, so it was an easy path to follow. As soon as Sven turned to thank him however the boy closed his eyes and dropped his hand. Molly hugged her Doop doll as she cried and Spider-man turned away.

"A kid, a god damn kid, Stark knew who Hawk-Owl was under the mask, he's a dead man Reilly," Aaron took aggressive strides into the forest.

"We're not just going to leave him like this are we?" Molly asked.

"The best we can do for him is avenge him," Spider-man said.

"Be at peace young hero, your sacrifice will not be in vain," Shang-Chi bought his hands together and bowed.

"I'll bury him as best I can, he shouldn't become food for some wild animal," Ben said.

He looked at the mask of Hawk-Owl and nodded to Sven to leave. Ben picked the mask up and raised his head with a determined gaze.

"With great power, comes great responsibility," he muttered.

Sven and his group continued moving, coming to the doorway to the facility. The trees had been cleared away by fire and the doors had been left open. For a moment, Sven wondered if Stark was arrogant enough to believe he wouldn't be followed. But then he reconsidered, clearly the man was arrogant. It was strange that Aaron was a much better man than a Stark, a much better person than his original self as well. Finally Sven's feet touched the white floor and his mind felt clarity for a moment. This place was where he was meant to be. His markings glowed again and he raised his arms.

"STARK!" Spider-man's yells tore him away from his reflection.

He and the others gasped as Spider-man ran towards Iron man. Howard fired a repulsor blast, hitting Aaron in the chest and throwing him into Iron Fist's arms. Sven ran into their way and took a blast to the chest. Much to his and everyone else's surprise however the energy seeped into the marks glowing across his skin.

"Fascinating," a voice said behind Stark's group.

Howard turned, moving aside just enough for the other late arrivals to see who was within the glass prison.

"I've been waiting a long time Sven Reilly, for a moment I was disappointed it was Stark here who found me, then I saw who was underneath the armour and I was even more disappointed...the early death of his son fails to turn Howard Stark into a better man, if anything it made him worse as a person," the man within the cell explained.

Sven clutched his head for a moment, looking at the blonde haired man. A flash in his eyes made him blink, and each time he blinked he saw a different person in the man's face. No, it was the same person but a different suit. He saw a pink robe with white furs and a baggy pink mask, then a tighter version of the suit and mask. Again Sven blinked and saw a blue and silver costume with an American flag styled cloak, then it changed into a black suit with the pink mask over his face.

"Who are you?" Sven asked as the man's form returned to normal.

"It's no surprise you don't know, other than as an alias of Loki I don't really exist in your world," the man bowed his head, still looking at the heroes as he smirked. "On my world Earth 616 I was known as Baron Zemo, but please call me Helmut!"

Next Chapter 9: Heroes rising

* * *

That's it, Cap's greatest enemy is the world's greatest hope, find out how as Helmut and over new heroes rise next chapter

Some statements on the looks, Sunspot, Bishop, Blink ETC, they all have their looks from the movie Days of Future Past, thought it would be a good reference. The battle between mutants and the Ultimates takes a brief pause as Deathblade and his group return.


	9. Chapter 9

Disclaimer: I don't own Marvel

The stakes get even higher this chapter, the introduction of plot points in the future, and a tie in to the current events in my Redeemer story.

* * *

Ultimate Aeon Origins: Reboot

Chapter 9: Heroes rising

**My world began much as yours had, the arrival of powerful beings signalled the beginning of the age of Marvels. Unlike your world however, Rogers was not our first Marvel, ours was Namor and the Human Torch. Not Johnny Storm you understand, (wait, you're world has been altered anyway), he was a man (though it was debatable) named Jim Hammond. He and Namor fought, signalling the beginning of the age of Marvels. When World War 2 reached its peak and the Americans got involved, it was the first sign of super powered heroes being organised. Steve Rogers volunteered to undergo Project Rebirth and joined the ranks of other super powered beings like the Destroyer, the Blazing Skull, Whizzer and the first generation of Marvels, becoming a legion to protect the allied shores, and invaders to strike at the Axis powers.**

**But much like your original world, Rogers seemed lost to you, frozen in ice for decades. He awoke a man out of time, but not a man who had completely lost touch with the world. My Steve Rogers was not the thug yours was, he didn't always believe that fighting was the first response. The heroes of my world had their flaws, but they acted like heroes, bought hope where they could, redeemed their mistakes and avenged those they could not protect. They even inspired heroism from generation after generation of marvels, even my fellow villains and I turned to heroics, for a time at least.**

**You see, whilst my reasons for fighting had shifted from revenge, to altruistic, my methods still remained rooted in villainy. I sacrificed all but myself, compromised, manipulated my way into positions of power. And I did it with the belief that others would agree with me, that they would understand. But of course my good intentions were not enough, I became the villain of another's story. In taking the man she loved I had incurred her wrath, she ruined one of my plans and banished me into the great expanse of infinity. I was cursed to go through time, witnessing the corruption and decadence of my family until finally I arrived in what I could only perceive and hope to be the heart of all reality.**

**Then I arrived here and as an ageless man witnessed both the rise of your old reality and this new one. My name is Zemo, and I know how to save this reality.**

* * *

The assembled heroes stared at Zemo after he finished his speech, everyone of the assembled, costumed fighters reacted in a different way. Barton, Taskmaster and Cat were at a loss, nowhere near ready to get involved in the strange world they had entered. Howard took off his helmet and met Zemo's judgemental gaze, the same look Aaron had under his mask. Molly gripped her doop doll and little harder, and Shang-Chi concentrated hard on measuring the man's Ki and intent. Grimm and Rick understood it a little better considering their origins, but were still pretty lost. Karen had a much greater understanding, what with her telepathy, she was on the same page as Magician.

"You have memories of both our worlds, but you're not from either, which was why the reality warp didn't affect you, just as how the reality warp hasn't affected me or Rick because we are tied to the Multiverse somehow," Sven explained.

He understood perfectly how Zemo was here, yet he was not judgemental of the man either.

"Yes, my position in this world didn't change, neither did my tormentors, and now something from my world has joined with your world's destroyer, and now comes here," Zemo walked in a circle, raising one of the books he was holding.

"Traversing the universe, by Reed Richards, Reed is dead," Grimm said, gazing at the book and horrified.

"Your good friend Richards wrote this, I grabbed it, kept it in my cell and somehow it was not affected by the reality warp, just like these multitude of newspapers and books," Zemo yanked a copy of the Bugle out of the pile and pushed it against the glass.

A flash occurred in Sven's mind, the markings across his skin flared and he experienced emotions that had passed. His fear, dread and will to survive and protect the people closest to him, this was all the unmistakable feeling of hopelessness he felt when Galactus arrived the first time. Whole cities were wiped out, heroes were helpless, and all men like Sven could do was run and help where he could. He remembered clearly holding Faith tightly, the day they thought it was all going to end. It was the same thing they did when Magneto's Ultimatum wave swept over New York.

"The implications being anything I touched was able to avoid the reality warp," Zemo said.

"Perhaps some part of your spirit clung to the objects," Shang-Chi suggested.

"Scientifically speaking however its likely your body still has residual energy from your travel here, perhaps anything within your distance was also unaffected," Howard explained.

"Very well thought out Stark, yes, you're precisely correct, this cell, even the facility is the same as it was when I was first imprisoned, it and everything in it have been unaffected by the warp. I do not know whether it was science, magic, or something we cannot understand, but I and everything here are the same as we once were. Although you understand being a prisoner can affect you, sometimes you reflect well on your past, other times the desire for freedom turns into maddening desire for revenge."

"You're talking as if you are not the only human here," Barton interrupted Zemo.

"Oh but I'm not Hawkeye, although we're not all human, I'm probably what you'd call the receptionist," Zemo grinned slightly as he gestured to the door ahead of him.

Cat cautiously approached the hatch, reaching into her belt for her tools. Suddenly, both Spider-girl and Spider-man began to scream. The heroes looked at them in horror as they rolled onto the floor, as if having a fit of some kind.

"Spidey what's wrong?" Sven asked, grabbing Aaron's body as he convulsed.

"Our spider-alarms, it's like they just went into overdrive," Spider-girl said.

"My armour's sensors aren't showing anything dangerous, some radiation but nothing harmful," Howard said.

"Our spider-alarms..."

"Wouldn't spider-sense sound better?" Molly asked, innocently.

"It's strange, before I was able to sense incoming danger, now there's just nothing, like before that spider bit me," Aaron explained.

"It's clear that something manipulated events to cause this divergent timeline, wouldn't it make sense that something's manipulated whatever's influencing your spider sense?" Sven asked.

"The Watcher did just tell me something about a broken web," Rick said, gripping his head for a moment.

"There should be no danger in opening that door, Rogers and Fury before him were too arrogant to input security, although one could say they deliberately wanted disaster to strike," Zemo stated, sitting back down and reading his book.

"If there's no security then I'll give it a good old fashioned clobbering," Grimm raised his hand and slammed it into the door.

The door was blown off of its hinges and sent flying into the room. Sven cautiously stepped ahead of the group, the markings on his skin flickering, like a broken bulb.

_**"If there's another team in here, hopefully we can avoid the usual 'first meeting fight', and skip right to the team up," **_his voice echoed, and then he shook his head.

Taskmaster and Cat laughed as Barton twirled his finger around his ear. Howard however focused his eyes on Sven, scanning him, and discovering a cocktail of energies he was unfamiliar with. Molly ran ahead of the adults, stopping at Sven's leg as he stopped. His hands twitched as light filled the room. Magician mouthed a 'wow' as the contents of the room became visible. Glass tubes, much like the one that contained Zemo had been set out, it was a collection of individuals of various backgrounds. Each cell was marked with a number, giving an order of prisoners.

Cell one was occupied by a blind woman, she raised her head, hearing the entrance of the new group. Other than her obvious blindness she was nothing spectacular, her hair was graying, skin wrinkling, indicating she hadn't aged well in her sixty years of life. She sat beside a wheelchair, and Sven could see from her legs that whatever damage was in her spine.

Next to her, in cell two was the strangest thing the group had ever seen. Some kind of blue 'blob' was being contained within a force field. Molly shivered as she saw the mass move about. It shifted between an odd mix of liquid and slush, like melted ice. But occasionally, the observant like Aaron, Barton and Cat, could see a finger nail, or a hair follicle.

Even stranger still, in cell three was a pig. But not just any kind of pig, it was as tall as a teenage child, had hands like a humans and was wearing a black and red costume. The fingers of his gloves were red and had web patterns on them, just like the red web patterns, that joined into a spider on his chest.

Cell four offered a less stranger sight, though strange in its own way. Hundreds of purple insects of some kind were bouncing against the glass. They were clearly machines, their metallic hides were enough to indicate that.

"I am Groot!"

"I know, things just got stranger," Molly said.

"Stranger, but also more hopeful," Rick smiled as he barged past Sven and stared at the occupants of cells 5 through 8.

"I can't believe it, Rick Jones I have never been glad to see anyone in my life?" the blonde haired beauty said.

Sven recognised her instantly, so did Grimm.

"Sue, Sue Storm," he said, powering down to his human form.

"Ben, oh my god you're alive, I never thought I'd see you again," a smile spread across the girl's face as she leant against the glass.

She was dressed in a purple and blue outfit, the future foundation uniform. The cells beside her were occupied by her fellow Future Foundation members, Sam Wilson, Victor Van Damme and...

"Anthony," Howard gasped.

"Being away from alcohol for so long must have affected me more than I thought," the founding Ultimate muttered, looking at his father.

"This is impossible, you and Vic died with Reed and Johnny, the day we tested that portal device," Grimm explained.

"You're not my Ben," Sue hung her head in defeat, slipping to the floor.

"Fascinating, alternate versions of great scientific minds, we need to get to work on getting the others out," Howard said, walking over to a control panel.

"Who are they anyway?" Spider-girl asked.

"Miles Morhames, Spider-ham," the pig said.

"Is he serious?" Aaron asked, trading a sceptical look with Shang-Chi.

"He's from a universe filled with Sapient animals," Sue said.

"You don't all eat humans do you?" Molly asked.

"I am Groot!"

"The one in cell 1 is Cassandra Webb, she's a psychic," Sven said.

"Like me?" Karen asked.

"No where near that powerful, she made her name reading people's future, she was as famous as Dr Strange."

"Who?"

"Oh yeah, altered dimension," Sven sighed.

"Somehow we've ended up in an alternate dimension filled with ex boyfriends that have our powers, not so dead parents, and where girlfriends ended up being the super heroes," Tony explained. "Do any of you have beer?"

"No, in fact this is pretty much the time for us not to even think about beer," Aaron said.

"Thinking about beer has gotten me through each day, and tequila, vodka, scotch, wine..."

"We get it you're still a drunk Stark, but now isn't the time for cold ones or one liners, I know you all think you're in an alternate dimension but you aren't. My name is Sven Reilly, until recently I was an ex-agent of S.H.I.E.L.D, I know about your activities because of my detective work, but also because some...pocket dimension, has managed to link me with the multiverse, though to a much greater degree than you have all been. This, connection with reality has helped me to be unaffected by a warp in our world, one that twisted it into the dimension we're living in, history itself has changed, this is our world now."

The explanation shocked the foundation members, but the scientists in them, were as intrigued as Howard. The eldest Stark crossed some of the wires on the console together, shutting down power dampeners and opening certain cell doors.

"Keep Zemo's closed, I don't think we can trust him," Barton recommended.

"Anymore than we can," Howard muttered.

He opened Webb's cell, allowing Spider-girl and Shang-Chi to help the woman up. They lifted her up and sat her on her chair.

"Thank you, my connection with the great web is all that has allowed me to remember the old world, now that, that connection is severed, I fear I will soon be of no use to you," she explained.

"What is the web?" Aaron asked.

"It is what allows you two and your reflections to use your spider-senses," Webb said.

"Reflections?" Sven looked towards Webb quizzically.

"HA! He thinks his world is gone," Zemo said.

"What did you just say?" Sven asked.

"Webb is here because she was connected to the web that linked spider-totems in each reality, if this reality was so significantly altered, it wouldn't be part of the web anymore. Whatever destroyed the web, robbed both Spiders of their sixth senses. Which means our reality was still linked to the web, certain individuals as you know, have also been able to keep their memories of the original reality. Webb because of her earlier bought up link, Jones because of his connection with the Watcher, Spider-ham because he is not from our reality, and the members of the Future Foundation because of their extended stays in other realities."

"The Gah Lak Tus Swarm contained within the cell is Machine Man, my travels through the Multiverse has shown me, that in the event of the Watcher's compromise, Machine man is one of many who can act as his eyes. Unlock his cell and see what he has been seeing throughout his time here, he's connected to multiple bodies you know," Zemo drifted off as he continued reading his book.

Howard again crossed two wires together, opening another cell door. The swarm of insects flew around the heroes, causing them to go into defensive formation. But the swarm began to form a body, its colour scheme the same as the foundation uniforms, its eyes were orange, and the mechanical insects created perfectly formed limbs.

"Bloody hell, knew it weren't a dream," the Machine man said, his voice generating an Irish accent.

"Danny Ketch, a potential replacement for the Watcher," Zemo said.

"Yeah, 'it' says as much," Rick muttered.

"Cheers, you have no idea how confusing it's been, now that I'm out of this cell I'm getting a clear picture. I can relay data between each side of the mirror," Machine man said.

"That's the second time the term mirror has been used, what does it mean?" Sam asked.

"It means that two versions of our world have been created, both occupying the same space in the multiverse," Sue said.

She climbed out of her cell and looked towards Howard as he continued working. Noticing that only cell two had to be unlocked, a panicked expression spread across her face.

"No, DON'T OPEN THAT CELL!"

But she was too late, Howard crossed the wires together, and the glass of the cell slid upwards.

* * *

Magneto's greatest weapon in the savage land, was the multitude of metal he had buried beneath his fortress. Even against an army of plastic, he could still dominate the battlefield. With mere gestures of his hand, he sent pieces of metal flying into the sky, splitting apart soldiers dropping from the ships. His magnetic field protected him from the energy blasts fired by Sentinels and soldiers alike. Expanding the magnetic field, Magneto disrupted the electrical systems of some of the falcon soldiers. He then formed an armoury of metal, sending the projectiles flying across the battlefield. Colossus crushed an Ultron sentinel's head, and tore the body apart. He nodded to Blink, whom created a portal. Running into the portal like it was a mirror, he dived, downwards from the sky. But before he could hit the ground, another portal appeared, and Colossus slammed like a rocket into the cheek of a giant man. The commando fell into the giant man beside him, knocking another down like a domino.

Goblin troops were running through the battlefield, hitting Cyclops's squad hard. He fired an optic blast, knocking a commando away from him. Running to his side, he dodged several fire blasts launched at him. The rain of fire was accompanied by bullets fired by a falcon soldier. Cyclops fired an optic blast, knocking the man out of the sky. A portal then appeared and Blink jumped through the join Cyclops. She created another portal, redirecting the blasts of goblin troops back at themselves. Twirling two spikes between her fingers, she threw them at the falcon troopers. Their wings suddenly broke apart, sending them crashing to the ground. She formed another portal and followed Cyclops, joining Blob as he made his stand against waves of Ultron sentinels. He held two by their legs, using them both as bludgeons. Blasts uselessly bounced off of his gut, and his feet remained locked onto the ground. Blob threw one across the field, and split the second in half. Blink opened a portal for Bishop to enter the fight. Cyclops charged him with energy, and together the two unleashed energy blasts across the field. Storm rained down a flurry of lightning bolts, before flying to another part of the battlefield.

There, Storm summoned a ball lighting, and released it into the Ultron sentinels swarming towards the fortress. She flew upwards, joining Magneto in a flight towards the Ultimate's transport ships. The master of magnetism bombarded the ships with metal shards, and the mistress of weather threw them off course with wind funnels. Suddenly, a hammer flew across the sky. Magneto froze, watching the bladed part of the hammer tear through Storm's side. She gripped her open chest, blood dripping from her mouth. Calling on her reserves, Ororo Munroe lit up the skies with lightning, an effect so brilliant it could be seen miles away. With revenge on her mind she dived towards the Thor corps. She threw her hands forward, creating bolts of lightning that 'grabbed' the men and women of the Thor corps. Their harnesses, armour, even their hammers were charged, the asgardian symbols on their uniforms shined brilliantly. But the people themselves screamed as their own power was turned against them.

The Thor corps learnt with Ororo's dying breath, that there was one goddess of thunder.

* * *

Death, it had become the norm for this universe. There was nothing shocking about it to Cade anymore. He was Deathblade, the taker of lives, if one life could save billions he would gladly pay that price. But if millions had to be punished for the crimes of one, it was also a price Cade was willing to pay. He knew he had to, to surpass the versions of him he had seen before, he had to represent justice for all. His fellow prisoners were not all victims, some were truly guilty of crimes that couldn't be forgiven. Cade had no intention of letting anyone, other than the people essential to his plan out. His 'chosen', his 'worthy' all flocked to his side as he walked through the piles of dead bodies at the portal chamber. It was a direct link from the N-zone to the Baxter Building, the one way ticket out of hell.

"What are we waiting for?" Electro asked.

_**"Patience, we have but one thing left to do,"**_ Deathblade said.

He threw Sabretooth and Mystique to the floor, creating a sword from his energy.

_**"I only need one of you, and unless you Victor can look like anyone, it won't be you!"**_

"You son of a..." but the feral man never got to finish his slur.

The blade slammed into his head, glowing with energy, it swept through Sabretooth's bone and flesh, splitting him right down the middle. Cade then fired a blast out of his eyes, melting one of the pieces into a puddle. He looked at Mystique as she tried to crawl away from him. Grabbing her by her wrist, Cade lifted her off the ground.

_**"You have as much blood on your hands as he had, as much as I now have, and you said you did it for the greater good, at least Creed could admit he was sick," **_Cade snarled.

"If you want my help..."

_**"Oh I'll need your help Mystique, but I will not negotiate, I will not compromise, you will not help me willingly. I promise you, you will die, but before you do you will have done something to salvage the rest of humanity!"**_

Letting go of her arm, Deathblade caught her by her throat. Slowly, Mystique began to revert to her natural, bare and blue scaled form. Gambit and some of the other members of Cade's group, were taken aback by how beautiful she looked. Cade however saw her for what she was, a monster. The markings across his armour glowed, and Mystique gasped. Red markings spread across her skin, in an intricate pattern like a web. As if she was being branded, she screamed in agony, her voice echoing off of the walls.

_**"This, is your fate, the punishment for all you have done," **_Deathblade said as he released Mystique.

Her eyes were no longer her signature yellow, but red like Cade's. Gambit and Mary traded disturbed glances, before Deathblade turned to the portal device. With a swing of his sword, he cut the generator apart.

"What are you doing? That's our only way out," Electro looked at him in shock.

Deathblade said nothing as he raised his sword. He swung the blade downwards, and the group gasped in shock. His abilities extended to simply more than just energy projection, to more than just the manipulation of the soul, he could tear into the very fabric of reality.

_**"The next step of our plan begins through this gate, to Attilan!"**_

* * *

Regaining his consciousness, Sven looked around the room. Everything was a blur to him, but the searing pain across his skin was enough to tell him of everything that was happening. He felt the great agony of Mystique, the abuse of Cade's power in more ways than one, and the continuing battle in the Savage Land. The young man sat against a wall, looking towards his team mates. It was then he noticed that not everyone was missing. Magician and Howard Stark had disappeared, along with whatever had been in cell two.

"What just hit us?" Rick asked, groaning as he got off of the floor.

"That would be my ex, Reed Richards, otherwise known as the Maker," Sue said.

"Wow, someone's arrogant," Barton commented.

"Where did Stark go, and Elliot?" Karen asked.

"They left us behind," Shang-Chi said.

"Obviously," Zemo muttered from his cell.

"I don't understand where they would have gone to," Grimm said.

"Isn't it obvious," a voice spoke from the doorway.

The heroes turned to the speaker, astonished by what they saw. Ben was dressed in Woody's exo-skeleton, along with the Hawkowl claws and goggles. He stepped into the room, helping Cassandra Webb to get up.

"It's exactly the kind of normal tactic this world has now, leave everyone behind, and survive no matter what," he said.

"Actually, I think Maker and my...dad," Tony said the word with some difficulty, "Have gone to the world that lies on the other side of the mirror. Our original reality, there's no S.H.I.E.L.D. there and Maker's been in our custody too long to have another one of his cities in reserve. So it makes no sense for him to go back, we already know how to stop Galactus, and the Ultimates in our world are just a bunch of kids, he should be siding with us," the billionaire, playboy genius put a hand to his chin as he walked around the room.

"It was weeks before Reed joined the Future Foundation, he could've built another City in that time, giving how he formed the first one," Sue said.

"Oh he has another city, he wouldn't keep referring to himself as Maker if he didn't," Doom said.

"How would you know that?" Grimm asked.

"Because I am as much an egomaniac as he is!"

"At least you can admit it, but I don't believe it, Reed was my best friend, he wanted to save the world...you just wanted your name to be known," Grimm said.

"Ben, trust me when I tell you, your Reed and mine are similar, they suffered the same trauma in their childhood's. So they both would have ended up like one another, unable to tell the difference between saving the world and destroying it," Sue explained.

"It's a lot more complicated than that," Webb muttered.

"How so?" Ben asked.

Ben lifted Cassandra back onto her chair. The woman wheeled it around until she faced every member of the group.

"Before I was cut off from the web, I received a vision, of the future, of both variations of our world. On one hand we have Galactus, the chosen Avatar of death coming towards us, on another we have an imminent collision," Webb explained.

"What do you mean by collision?" Molly asked.

"Miss Grant, please, show everyone what I have seen," Webb said.

Karen closed her eyes, touching the sides of her head. Telepathic chains linked her mind with everyone else in the room, even Zemo was linked. The Project Aeon facility faded, replaced by the darkness of space. Each member of the group looked at their surroundings, each gripped by a different sort of wonder. Molly, the child that she was, twirled around as particles of stardust passed through her body. Barton removed his mask, looking up at the Earth's moon in a manner only astronauts could. Grimm too was experiencing a similar joy, reminded of his own dreams of going to space. Sven's markings glowed brighter than ever as the tone of the moment changed dramatically. What started as wonder turned into horror, when another impossible event occurred. No one, no matter what they had been through, would be prepared to watch another Earth collide with another. But the destruction didn't just end with the two planets, it spread, through two solar systems, through two universes, until only nothingness remained. The group floated within the white void for a moment, the message sinking into their minds. Then when they returned to the project Aeon facility, it finally hit them.

"We're screwed," Grimm said.

"That's why Reed went back to our world, so he could save it from this 'Incursion'," Sue said.

"If we save this world from Galactus, our universe dies anyway, if we save our world from the Incursion the universe is an empty place anyway, because this world is slowly replacing ours," Sam explained.

"That's exactly right Mr Wilson," Zemo said, throwing his book to the floor. "An impossible, inescapable scenario, you save your world, another world dies and your world ends up lifeless anyway. You save this world, then another world dies anyway along with both universes."

"What are we supposed to do?" Taskmaster asked.

"What are you asking us for?"

"Cause you're the heroes right? I mean, you guys are supposed to pull off the impossible, I'm just a simple mercenary Stark, you're the billionaire genius, the guy who made an incredible suit of armour. Storm is the super hot, super smart lady whose probably the most powerful super human alive, all three of those things together is impossible. Hell even the kid is part of some kind of grand galactic prophecy right?"

"The point Taskmaster is making is...you guys are the only ones who can save us," Felicia said.

"So why don't you?" Molly asked.

"It's a little more complicated than that honey," Sue said.

"No its not, " Ben said.

"Damn right," Aaron muttered.

"What do you two blokes know about it?" Danny asked.

"I have lived in a world where the powerful have stepped on the weak, now I've been shown a world where the powerful, where heroes act like heroes and stand up for people who need help. Where they have used their powers responsible, you five are part of that world," Ben explained, gesturing to the FF. "And now, after pulling victories out from defeat, you are going to stand there and tell me that there is no way for you to win without sacrificing something?"

"You are going to tell us, that in order to protect the Earth...Earth has to die, that in order to save billions, billions have to die, I always knew that heroes were hypocrites," Aaron said.

"Fraud and hypocrites? That's exactly what anyone who says they can save the world is," Zemo said.

Sven continued sitting on the floor, hanging his head low. Again he was faced with doubts, again the pressure piled on top of him. He saw the inevitability of his situation. On one side of the mirror was a world intent on destroying itself, and on the other was a world intent on saving itself, even if it had to destroy another world to do it. But through all that was Cade, a man doing deplorable things in the name of a greater good. There was a man he never thought would be a hypocrite, but he was being one. Sven got off the floor, still leaning against the wall.

"Nil Desperandum," he said.

"What was that?" Felicia asked.

"It is Latin wench, it means nothing is to be despaired of, a contradiction of our situation," Doom said.

"It can also mean never give up," Ben added.

"I saw two things, I saw a world where people had compromised, and they said it was for the greater good. I saw a world where a Reed Richards, a good man, a family man, the man you guys never knew," Sven began, looking to Grimm and Sue, and then at the others.

"Everything dies, he said, you, me, the universe, this isn't exactly how it went but...the point is that he said that everything ends eventually, nothing lasts forever, that there was nothing that could be done about it. He said that the early death of the universe is unacceptable, that they would do whatever it took to keep their universe from ending. Then I see another universe, one with fewer heroes, with fewer good men and women, and I see the leader of this group say the opposite of what the good Reed said."

"Everything lives, it lives before it dies, and we are judged by what we do during that time. Life is a precious thing, like the guy said, it survives, through extinction, through destruction, through tragedy, something pulls through. Through the deaths of an uncle, heroes can be born who say 'no more, no more people die when I'm around', through the struggle of being different, can come the triumph of overcoming even the odds of rejection. I choose to believe that everything lives, not that everything dies, I mean it's a better way of looking at it right? It's more hopeful!"

The room remained silent, Ben and surprisingly Zemo smiled slightly. Sue however sighed as she sat down.

"Look, whoever you are, we are talking about other worldly forces that can't be matched by any science we know," she said.

"Yeah," Grimm nodded his head in agreement. "It's just us, there's nothing we can do!"

"There's no hope left," Molly said.

"We're still alive Molly, so are some people who are willing to fight for what's right. And so long as those people are still alive, so long as what they fight for is still alive, then there's always a chance," finally Sven walked away from the wall and into the middle of the group. "Each of us is here for a reason, I know that now, because each of us has skills, abilities and qualities that we can use to make the world a better place. Because in other worlds, sometimes people who are better than us, sometimes people who are worse than us, have used those abilities to make the world a better place and save it again and again, regardless of whether it's their world or not!"

"You really think we can do it?" Barton asked.

"Yeah I do actually, so let's get to work on making the impossible possible," Sven smiled as the markings across his body glowed again.

* * *

As creator of the Watchers, Uatu had sworn to never interfere. The limit of his interference could only be through inspiration. His first attempt to inspire protectors of the Multiverse failed. As the god, Khonshu, his moon knights were not the heroes they should have been. Unlike another version of his people, he did not resemble humanity. His people had chalk white skin, no mouths and eyes that lacked pupils. His robes, even his headdress was based on egyptian clothing, he was the very image of Khonshu that influenced Marc Spector's Moon Knight costume. Standing on the moon, outside of the city of Attilan he recalled the history of 1610's Inhumans.

Like him they did not interfere, but for very different reasons. One part self preservation, another part arrogance, the Inhumans thought themselves better than their unaltered counterparts. They thought interaction with the world would corrupt them, unwilling to admit their own flaws. In the unaltered 1610 universe, the Inhumans left Earth for the moon and unbeknownst to Earth fell into anarchy. Their Terrigen crystals remained firmly under lock and key, no matter how many rulers they went through. In the new, altered reality however, Black Bolt was still ruler, but the love he formed with Medusa was nonexistent. Medusa's infidelity was something Cade Hunter intended to exploit to carry out his plans.

Some called Maximus mad, but he considered himself the only sane one in Attilan. It was his anti-humanist beliefs that influenced his brother's decisions to remain neutral during all conflicts. His belief in the line of succession remaining pure, is what kept the royal family breeding in its own line. But also, his genius couldn't be denied. The man was an inventor, most of Attilan's security was tied to him, his inventions kept the people of Attilan fed, warm and independent of their lesser (in his eyes) brethren on Earth. In Maximus's eyes, he deserved to be the ruler, he deserved to be adored by the people and not just Medusa. A grin spread across his face as the snake haired beauty walked into his lab. His brother's cold, emotionless approach to their marriage had started to take its toll.

"There is a celebration above us cousin, another youth will soon be exposed to Terrigen," Medusa said.

"I wonder what new wonder will be born from Terrigen, for all our advancements we have not yet discovered what it is that determines a new Inhumans abililities. Out of all the possible abilities, why would my brother gain a voice that can shatter mountains? Why would Crystal gain control of the elements? Why did Lockjaw become a primitive human dog?" Maximus continued to rant.

"Why would the Alpha Primitives become Alpha Primitives?" Medusa asked.

"Oh that, well its simple my dear Medusa, they are like those dullards down on Earth, they are inferior," Maximus said.

He turned to Medusa, gripping her cheek and pulling her into a kiss. Medusa ran her hands through Maximus's hair and tilted her head back as he tugged at her robe.

"What are you working on?" she asked.

"Some observations, something is coming towards Earth, it has already destroyed several planets, including Korban, Galador and Xandar," Maximus said.

"Should we not tell Black Bolt?"

"It won't matter, even if he was told he will do nothing, not that it's necessary to do anything. Whatever is purging the universe will consume Earth, and we will go back to being the perfect society, free from all the other pathetic and inferior creatures," Maximus explained.

"Perfect society? Inferior creatures? How can these words apply, to us or to them, who has the right to say that?" Medusa asked.

"What nonsense do you speak of Medusa?" Maximus asked.

"Not all who go through Terrigenesis come out as 'perfect' as you Maximus, you abandon the Alpha Primitives and dismiss them as labour, and the rest of the world? Your lack of care will catch up with you, as it already has. Deathblade really wanted to say that to you," Medusa explained.

'Medusa's' jaw, suddenly expanded and her teeth grew as sharp as razors. She bit into Maximus's neck, silencing his scream, by ripping out his throat. Her snake hair slithered and shifted, changing into red hair. Afterwards her robes faded into her skin, which took on a blur colour. Red markings glowed across her body, her eyes shined red as she raised her head.

"It's done Deathblade," Mystique said. "The gates are weakened, Maximus and Medusa are dead, the Terrigen crystals will soon be yours!"

Next Chapter 10: Inhumanity

* * *

Hope everyone enjoyed the chapter

Uatu: My idea to introduce an actual Uatu the Watcher came from a question I had, what was the race that created the Ultimate Watchers? My idea to give him the look of Moon Knight's Khonshu was based on the Earth X series, in which the Watcher was also Khonshu.

Inhumans: I know, they've kind of been rammed down our throats, what with them now having a movie in the works, being the main plot in Agents of S.H.I.E.L.D. and as many comic series as the Avengers, but they'll play a role in the future of this story and in the stories that follow.


	10. Chapter 10

Disclaimer: I don't own Marvel

Since I'll be taking the Redeemer down, this story no longer ties into it. The loss of Spider-Aaron's spider sense will be explained another way, and will crossover into Exile037's stories.

* * *

Ultimate Aeon Origins: Reboot

Chapter 10: Inhumanity

Cade looked down at the Earth, his Earth, he felt no strong connection to it, not even before it had been altered. But he could see it shifting between two states, that of the battleground it had become, and the festering pit of corruption it was. He could see Nicholas Fury standing in an expensive apartment he didn't need, especially since he had pawned his child off to social services. The man was living in excess, thinking of saving the world as a hobby, of running the world's premier defence organisation as his right, no matter who suffered because of his decisions. Cade despised him, but he couldn't touch him, not even with all the power he had. He could not directly affect his old world, only his new one. Yet if one version of the world was sacrificed, their entire reality would suffer for it. Deathblade brandished his sword and advanced with his pawns towards Attilan.

"So what's the plan?" Gambit asked.

_**"Blow open the gates, reach the Terrigen chamber, and kill everyone who gets in the way, Karnak, Triton, Gorgon, and especially Black Bolt," **_the anger was clear in Cade's voice as he walked across the moon.

"Kill everyone?" the bald stranger asked.

He, Charlie and Martinex stopped following Cade, the others stayed by his side. There was a moment that passed in which Gamora kept her grip firmly on her element gun. Gambit stood between the group, uneasy and nervous as Electro twitched apprehensively. Cade took a step towards the stranger and the slits of his helmet narrowed, his red eyes fixed on the stranger's own.

_**"Do you know what the Inhumans do to people whose bodies effectively reject Terrigenesis?" **_he asked.

"I know exactly what they do," the stranger said.

_**"Writing them off as primitives, locking them away, or worse, using them as labour. Do not try to paint these bastards as innocents, when the entire culture accepts itself as Inhuman as if it is acceptable. I speak not out of hatred for a race, but of a belief, of actions, these people see themselves as living in a Utopia when they drown people at birth who don't share that single strand of DNA that makes them compatible for their terrigen process, I will never allow a society to continue existing like that," **_Cade explained.

"I have no qualms with killing them if that's what they do," Drax said casually.

"It's nothing personal," Black Widow shrugged her shoulders.

"I wonder what Inhuman blood tastes like," Dracula licked his lips, exposing his fangs, whilst Gamora drew her sword.

Cade looked towards Electro, Mary and Gambit, awaiting their thoughts on his plan. Electro nodded his head, a sick smile flashing across his face. Mary slid the wrist blades out of her suit and nodded her head as well. Gambit ringed his staff, clearly analysing the plan. Not so much its execution or meaning, no one had any idea what Cade was going to do with the Terrigen crystals. There were many reasons why some followed him, fear, Electro and Widow kept thinking about what he had done to Mystique. Revenge was too good an opportunity for Gamora and Drax to pass up, but Martinex and Charlie wavered. Justice and revenge were not always the same thing, and sometimes it mattered to people how they avenged the deaths of their loved ones. Neither men wanted to become those who had wronged them. Dracula followed out of his own sheer blood lust, Mary because she believed the ends justified the means but the Stranger and Gambit both followed for the same reasons. They both felt a tug at their souls, something telling them that they had to be where Cade was. The stranger knew exactly why, but Gambit still doubted.

"You're either with us or against us," Mary said.

"Hold on, Remy ain't against anybody, Remy ain't out to make the world or break it, the world's still gonna be turning after this right?" the thief asked.

_**"Yes, it will still be turning," **_Cade huffed and turned around, continuing his walk towards Attilan.

They saw the gates open, heard the screams of guards and the blare of a great alarm. Widow twirled a pair of pistols and Electro and Drax began to float off of the floor. Cade summoned a scythe and raised it over his head. Red energy swept over the blade, and with a single swing, Cade launched a wave of energy towards Attilan. The other members of Cade's group took that as the order to charge, both the Stranger and Gambit wept, for they had become party to a massacre.

* * *

On Earth, in the bunker of Project Aeon, the group that Sven had gathered worked on a plan, one they hoped would save them. It was a last desperate hope, but a hope none the less. Zemo watched the group standing in a circle, speaking with one another about the world and the best way to save it. He chuckled silently, they were aiming to do in a few days something he had tried to do for years in his world. Songbird's betrayal echoed in his memories, his plan had been flawed. Time to look at his family's legacy, and time in a cell had taught him much.

'My plans failed not because they were flawed, but because I was flawed,' he thought.

He understood it now, all too well. A tapping against his cell caught his attention, and Zemo looked up at Sven. The man stood with Ben Parker and Aaron Davies, he had strapped a pair of shock sticks to his back, and put a holster with a pistol on his thigh. He was also holding a shock staff.

"I'm going to let you out Zemo," he said.

Zemo laughed, hitting the back of his head against the glass, "What on Earth would possess you to do that?" he asked.

"Faith, I trust you'll do what's right for this world," Sven said.

"And how do you know I won't just betray you and try to save my own skin?" Zemo asked.

"If you even think of betraying us, I'll snap your neck," Aaron said.

"Point taken," Zemo grinned as he stood up.

Sven nodded to Felicia, an unspoken signal to unlock the door. She did so and Zemo stepped out, grabbing the staff Sven gave him. He span the weapon around, testing the weight and tapping the alloy. It wasn't vibranium or adamantium, but it was sturdy enough to stagger anyone with super strength.

"What have you worked out in a plan so far?" Zemo asked.

"Spider-girl and Spider-man are both vulnerable without their spider-senses, Webb knows a way to find out what's happened to this great 'web' that gives them their powers. Sue and her team need to get back to the former version of this world, and try to keep the Maker from carrying out his plans. Rick can provide a way to get to both worlds, and he can act as a means of transport for the people of Earth," Sven explained.

"I go across the planet, gathering as many people as I can," Rick continued eagerly. "Of course this would be easier if someone hadn't bailed."

"We don't know what happened to Elliot, but I'm sure he had a good reason for doing so," Karen said.

"That might just be that reality warping power of his," Barton said.

"This may be overstepping my boundaries, but, speaking as a man who was often caught red handed, perhaps Magician is in some way responsible for what has happened, that is why he has run away, because his plans to make a better world are backfiring," Zemo explained.

"If he was trying to make a better world, he failed miserably," Taskmaster said.

"There are teleporters in Magneto's army, Gateway, Nightcrawler, Magik and Blink, Kurt will be easy to convince and the others might be reasonable enough to understand what we're doing," Karen explained.

"But as cruel as it sounds there might not be enough for everyone on the planet, some people might have to be left behind," Sam said.

"Which means we need to make every second count," Tony said.

"Hence convincing others to help us!"

"You've been quiet Sven, what's your take on this, and your part in the plan?" Grimm asked.

"Our plan won't work if Galactus and his heralds get here and destroy us, we need people who have the power to oppose all of them, which is why we need to summon Avatars," Sven explained.

"What are you talking about?" Taskmaster asked.

"The Phoenix is the avatar of fire and rebirth, Zarathos is the avatar of hell and vengeance, Yggdrasil is the tree of life and the green, whilst the Other is part of the web that binds all living creatures, both animal, insect and human to life, and then there's the Uni-force, the very embodiment of the universe itself," as Sven spoke, the red markings appeared across his skin. "If I act as a temporary web, one of the spiders should be able to become the Other, I can also forcibly summon Zarathos through the spirit world, Karen will have to offer herself to the Phoenix, Yggdrasil and the Uni-force? Well we have no idea who their avatars could possibly be, so they may be off the table."

"I don't think so Sven, you said we were all here for a reason right? Well what if the avatars are already among us?" Ben asked.

"You're suggesting that there is some great destiny binding all of us," Felicia raised her eyebrows, sceptical of everything, in fact she found the whole conversation insane.

"Felicia and the Prowler were to get us into this place, Rick is the chosen avatar of the Watcher's power, Karen is the phoenix's host, I don't think any of us being here is an accident," Grimm explained.

"What, so we're like destined to not fail?" Taskmaster asked.

"We're talking about forces we don't understand, maybe we don't understand this either, Sven was right about this world not being yours, he might be right about this too," Sue said.

"So what happens now?" Felicia asked.

"We split up and try to do what we can, which means Karen getting her connection back with the Phoenix, and me trying to become the Other," Aaron said.

"No, I'll do it, I'll become the Other," Mary-Jane said.

"Why?" Aaron turned to the girl, narrowing his eyes at her.

"If this is all part of some predetermined, or at least planned destiny, then technically you've already done your part, I still have to do mine," she explained.

Aaron lowered his head slightly, hesitantly nodding in agreement.

"This is where it gets complicated, in order to bring out every Avatar, I have to be on the blue area of the moon, where I'll also try to get the Inhuman's help," Sven explained.

"So you won't actually be on Earth helping?" Karen asked.

"He's got his own reasons for being there, right now we should respect those reasons and how much they can help us," Shang-Chi said.

"The Inhumans will never help, they've never cared about humanity enough to get involved," Felicia said.

"They will, they are humanity after all," Sven muttered.

"You have more hope than I do handsome, false hope but hope all the same I guess," the cat burglar shrugged her shoulders.

"So how exactly am I supposed to get to what our world originally was and wherever this web is?" Rick asked.

"Try to imagine the same thing you did when you teleported us back to our own world that one time," Tony suggested.

"Before you do though I'd like to stay here and help with evacuation," Miles Morhames said.

"It might be best for Susan to stay as well, her force fields can assist you," Victor suggested.

"No, I'm not going to miss out on a chance to get to the Maker," Sue retorted.

"Personal feelings should be put aside, but if you're serious about abandoning everyone Sue then I'll stay, my flight tech will be able to help," Sam said.

"Aye, there are like a dozen copies of me in your world, so I might as well stay and use my stretchy hands to pull some people out of danger," Danny explained.

"Okay, its settled then, everybody who can fight goes to the Savage land with Ben Grimm and tries to break up the fight, whilst Webb goes with Spider-man and finds out what's up with the web. Spider-girl, Spider-ham, Felicia, Ben and Molly go across the world and try to evacuate everyone they can, there are a few mutants who can help with that. Then I go to the blue area of the moon, find out what the Inhumans are going to do and see if I can get them to help us fight, and then use my connection to the spirit world to try to force all of the avatars to awaken."

Sven summarised their plan almost perfectly and as they expected. His sense of hope was thin, as was the structure and certainty of the plan's success. Rick at least didn't waver in his role as he created portals, carrying the different parties to where they intended to go. First there was Ben's group to New York, then to the Savage Land, where the battle between the Ultimates and Magneto's forces had reached its bloody peak.

"I'm only going to say this once, STOP FIGHTING OR ITS CLOBBERING TIME!" Grimm yelled.

"It might have to be more than once," Barton muttered.

He fired an EMP arrow, shutting down some of the Sentinels and the equipment the Ultimate agents used. Rick immediately sent the group across the world again, or rather up to space. Aaron patted Sven's shoulder as the young man walked out onto the blue area of the moon. When the portal disappeared, Sven looked upon Attilan in shock. It was quickly becoming a ruin, and Sven could see the explosions from where he stood in the ruined city.

"What was this place?" he wondered, as if there would be anyone to answer his question.

* * *

Uatu continued to watch Sven as he began running towards Attilan. He admired the human's spirit and determination, from upon sensing that Cade was the one responsible for the carnage, he immediately wanted to save his friend. The Watcher's gaze turned to the stars, Galactus and his swarm drifted ever closer, the arrival of the great consumer would be inevitable. As was the incursion event, Uatu's link to the watcher devices in the original version of his world told him everything. They told him of a Maker who had gone to Fury and Hawkeye, both men eager to bring back S.H.I.E.L.D. and never dedicated to finding any other way, other than the way they were always used to. They would destroy the other world approaching as casually as Galactus would feed.

"The brave advance of a fool eh?" a voice asked behind Uatu.

He didn't need to turn to know that Loki was behind him. The god of mischief, the one whom had survived the massacre of the Asgardians by the Maker's forces. He removed his tie as he walked past Uatu, looking at the advancing hero, and then towards the advancing giant.

"I can shimmer between both worlds watcher, even bring objects from both worlds, I could teleport people away from this conflict, I could save everyone...but I don't," he explained.

"Your last words to Thor before you seemingly died was that Odin had done the right thing in punishing you, you fought beside your brother until the end," Uatu explained.

"Tell me the one consistent thing about every version of me, the multiversal rule if you will about Loki's."

"Loki lies!"

"Exactly, I lie, I am by my very nature a trickster, but am I that because of me, or because of everyone else?" Loki asked, his tone indicating a genuine curiosity.

"Evil and good are not forces of nature, or things bound by a destiny, they are what they are because they have chosen to be," Uatu said.

"Tell that to several hundred ill people," Loki retorted.

"All of whom eventually came to have a choice, you are a trickster because you want to be Loki, because you choose to enjoy it!"

"And what about you?" Loki asked.

He turned to the watcher, stretching out his tie. The fabric turned to steel, the two ends curved and string appeared between them. It was a bow, of a beautiful design that seemed mythological and otherworldly. Sven kept on running towards Attilan, in fact he was very close. Loki raised his bow and gripped the string.

"You could save people, you could even stop Galactus, yet like every other great being, Infinity, Eternity and even the one above all, they have power to create entire worlds, so could you...don't dare talk to me about what I choose to do, I have not yet given up my ability to act," Loki explained.

"There is your mistake Loki, you think you are greater than them, that every action we take should be above and beyond the humans, they are greater than us, and you are no greater than them. Your life has a limit like there's does, you live and you die like they do," Uatu explained.

"Give or take a few thousand years," Loki retorted. "Plus when Asgardians 'die' our form endures, we are reincarnated, not quite the same as we were before but our nature is similar. Valhalla, in others worlds I've returned as a woman, a child, even some kind of antler/tree monster...I don't exactly know what I was in Earth X, that's never really been explained," the Asgardian muttered.

"The point I am making Loki, is that they don't need gods to save them, they can save their world themselves," Uatu said.

Loki hummed as an arrow appeared on his bow. He knocked it back, aiming at Sven. Then with a grin he looked back at Uatu, and released the arrow. Sven widened his eyes and stopped running, stopping at the ruined gates of Attilan. He looked at his chest, at the blade sticking through it and laughed. The shaft of the arrow was inside his chest, and the blade had cut several arteries close to his heart. He fell onto his left side, blood flowing out of his mouth.

"Let's see him save himself from that," Loki said smugly.

He was about to turn around, when he noticed Uatu raised his head, a sign of his amazement. Loki slowly turned his head and widened his eyes. Sven was standing up, taking a few slow steps, clearly struggling just to move. He took one step after another, the red symbols glowing across his skin. Loki immediately fired one arrow, and then another. He didn't even aim, both landed near Sven's feet but didn't hit him. Uatu saw something that would have made him smile, the great Loki was panicking. An arrow hit Sven in the back, and another struck his shoulder.

"What the Valhalla? Why isn't he dying?"

"You're obviously a better manipulator than you are a marksman Loki," Uatu retorted.

"Silence," Loki pulled back his bow and fired again.

He released the arrow, which turned into pure energy and split into several other projectiles. They flew fast, striking the ground like rockets. Five slammed into Sven's back and threw him through the gates of Attilan. Sven landed on his side and continued to crawl across the floor, leaving a trail of blood behind him. Cade and his band had left a trail of their own, the bodies of Inhumans, warriors and civilians alike. A girl with a third eye had a lance sticking out of the said third eye, an insect like Inhuman had been burned by electricity, that was just two of many people brutally killed.

"Let's see him survive that," Loki muttered.

His hands were still shaking, just like Sven's were. He was out of Loki's range, but not Uatu, who again would have smiled. Someone had found Sven.

* * *

The attack had been swift, Charlie-27 and Martinex didn't even have time to react to what was going on. Their allies moved much faster than them, fighting their way through the Atlantean guard. Widow gunned down one person after another, Electro short-circuited all of their weapons, and Mary combed the corridors with her pyrokinesis. Gamora and Drax however were unstoppable forces on the battlefield. The most dangerous woman alive cut and shot her way through entire battalions of Inhumans, soldier and civilian alike. And the destroyer well and truly lived up to his name, bringing debris down on his enemies, burying the innocent under rubble.

_**"Mary, find out where the Terrigen chamber is," **_Deathblade commanded.

Mary grabbed an elite guard by his head and tore into his mind. Her psychic avatar, a woman with part of her face painted white, waded through all of the man's personal memories. The woman laughed, disturbing the other members of the group but not Deathblade. He was done caring about this world.

"Follow me," Mary said as she beheaded two guards.

Charlie, Martinex and Gambit remained frozen, simply watching as the other murderers flew, or marched on. The Stranger knelt by the body of an Inhuman, and gently closed her eyes. He walked down a corridor that had been left intact by the assault. Walking silently down the corridor, he was not surprised by what he saw at the end of it. Children whom hadn't undergone Terrigenesis were huddled together, dreading whatever fate awaited them.

"Yum, yum," a voice muttered behind the Stranger.

He turned, seeing Dracula. The man had his fangs ready, his mouth already stained with blood.

"Inhuman adults are surprisingly bland? But children? They always taste the best," Dracula said.

"You will not harm them Dracula," the Stranger retorted.

"Whose going to stop me?" Dracula grinned.

He suddenly heard the scrape of metal behind him. The lord of the vampires turned, and his eyes were left in a permanently wide state, as his head plopped to the floor. It rolled, stopping at the feet of one of the children, causing them to scream. The Stranger looked at Deathblade, a subtle smile spreading across his lips. As ruthless as the man was, Cade Hunter would not allow the truly innocent to suffer.

_**"They have a teleporting dog right? Find it and get them to Earth, or leave them here...no place is safe anymore," **_Cade said as he walked away.

He passed Martinex and Charlie on his way out, not even giving them a second glance before continuing on his way to the Terrigen chamber. Martinex and Charlie-27 ran towards the chamber the Stranger had gone into. But much to their shock they found that he was gone, along with the children. As they contemplated the man's sudden disappearance, Cade continued to walk through the corridors of Attilan. He felt the explosions and shockwaves of battle, but continued advancing. Gorgon smashed through the walls, trying to attack Electro. The criminal grinned as he fired one blast after another at the Inhuman royal. Cade ducked, avoiding Mystique as she flew into the wall. She jumped to her feet and ran towards Triton, sliding underneath the thrust of his spear. He span it around, deflecting Mary's own blades. Karnak jumped across the room, avoiding a hail of gunfire from Widow.

"You cannot stop us," Drax said, shoulder barging Gorgon's back and smashing her against the wall.

Gorgon elbowed Drax and grabbed Electro by his foot. She threw Dillon, sending him flying into Gamora as she jumped at Triton. Gorgon grabbed the sides of Drax's head, her eyes glowing red as she attempted to hypnotise the destroyer. He suddenly slammed her head into hers, throwing her back.

"Which one of you killed Medusa? Who killed my sister?" Gorgon demanded, punching Drax across the face.

"I believe Mystique had that pleasure," Drax retorted, firing an energy blast that knocked Gorgon out of the fortress.

The destroyer flew after his prey, grabbing her by her head and throwing her into another building. Gorgon suddenly jumped out of the building, hitting Drax with a kick so hard he flew into a building beside the royal castle. Breathing in the artificial air of Attilan, Cade shook his head, bothered more by the air than the battles going on around him. Inhuman royal guards attempted to shoot him with their blasters, only for sniper shots to hit them. Widow crouched in front of the hole Gorgon and Drax had left in their wake, shooting one round after another from her rifle.

"You will not get away with this," Triton said.

He charged at Widow, attempting to spear her back. Gamora however deflected the blow with her sword, and fired an air blast from her gun. The force threw Triton against the wall, and send his spear sliding across the ground. Mystique stretched her hands, grabbing the weapon away from Triton.

"We already have," Gamora said, firing an electrical blast from her gun.

The fish like Inhuman screamed, his cries rebounded between the pillars of the buildings. Mystique stabbed the spear through Triton's chest, and Electro fired a blast at the weapon, electrocuting Triton. Karnak kicked Mary into one of the pillars and looked towards his cousin. Upon seeing Triton's hands flop to the ground and become still, he lowered his head in sorrow.

"You may be destroying our city, but the Inhumans will endure, our people will endure," Karnak said.

He aimed his fingertips, releasing blasts of energy that left cracks in the pillars around Cade's team. Mary slid her blade through Karnak's chest, but the strategist had already carried out his plans. The pillars collapsed, and the roof began to cave in. Gamora broke off into a run, leaving Electro to be buried by the rubble. Mystique extended the length of her legs, taking much greater strides than Gamora. The green haired woman pushed a button on her belt, activating its rockets. She and Mary flew out of the building, whilst Mystique and Widow jumped. Romanoff fired a grappling hook, latching it onto another building and using it to swing safely down to the streets. As she landed, she put bullets into two Inhumans who tried to fight her.

"What's going on?" Martinex asked, looking at the rubble coming down in shock.

"I don't know but let's move," Charlie said.

"Remy ain't gonna argue with that!"

The thief rushed past both Charlie and Martinex, keeping both arms over his head as the rubble fell. Charlie grabbed Martinex and Gambit and pushed them both to the ground.

"What are you doing Charlie?" Martinex asked.

"Trust me," the bulky man said.

Half of the building collapsed, but Cade didn't look back. He kept on advancing, cutting open the door to the building that contained the Terrigen chamber. Royal guards were waiting for him. One shot a blast of fire at Cade, and the other surrounded himself with rock armour. Cade's head rocked back as the rock man punched him. He ducked underneath the second punch and slid his sword through the man's armpit.

"FLINT GET BACK!" the fire thrower yelled.

His skin turned charcoal black and flames covered his body. The fire expanded around his arms, bursting forth and consuming Cade.

"Good job Inferno," Flint said, patting his friend's shoulder.

A blade suddenly flew through the flames, imbedding itself in Inferno's head. Flint yelled as Cade ran out of the flames, summoning another sword. He slid underneath Flint's punch, cutting his stomach. Then he changed the sword into a scythe and swung it at the back of Flint's head. The blade pierced through the rock armour and straight into Flint's head. Cade pulled the blade free, and began to take off the burnt pieces of his armour, leaving him with just a black mesh suit and minimal padding. He focused his energy, causing red markings to appear across his clothes, and forming a crack like mark across his helmet.

_**"Dead and dying, every single one of them," **_Cade spoke in anger, moving up the steps towards the Terrigen chamber.

There, contained within a glass chamber was the Terrigen crystals. Standing as the last line of defence was the king of all Attilan. He wore black armour, which resembled onyx coloured flesh, with two white bolt symbols running down his chest. The helmet that covered his face lacked eyes, but the tuning fork on the forehead glowed with energy, and a grey visor obscured his mouth, protecting the moon from a voice that could shatter it.

_**"Not just here, but down there as well, your world, Earth, the world of humanity. You put themselves above them, call yourselves Inhuman, but in abandoning Earth, in looking away you only prove just how inhuman you truly are. YOU WHO KILL YOUR OWN CHILDREN! YOU WHO DEMANDS PERFECTION AND ABSOLUTE OBEDIENCE! And you actually do nothing as monsters like your brother refer to this place as a utopia, a paradise, a perfect society. You're as far from perfection as you can get Black bolt, you're an entire universe away from it."**_

The king could not speak in his own defence. He simply faced the brunt of Cade's verbal fury, unwavering, showing not even the slightest reaction to it.

_**"Was it worth it Bolt? Was it worth the end of the universe? WAS IT ALL WORTH IT!"**_

Cade's roar was replied with action, Black Bolt jumped towards Cade and swung his fist forward. Deathblade raised his sword, charging it with energy and expanding it, using it as a makeshift shield. The force of both attacks generated an explosion of energy smashed open the building. What was left of Attilan looked towards the chamber, and saw their king clash with the knight of vengeance.

* * *

There was no doubt that the end times was upon the world. No hope in sight, yet still people fought to survive. Some cities had become chaotic places, where looters stole essentials and mundane items alike. Ben Parker only stole food and medical supplies, and a few toys to help him in his fight to save lives. Before getting to work he had Rick teleport him to what was left of the original Hawk-owl's home. There he was able to get his hands on a utility harness packed with gadgets, a cowl and a cloak that doubled as a glider. The new Hawk-Owl zipped down a wire, carrying two children with him.

"Get into the truck, I'm going back for your parents," he said, ushering both children onto Marrow's truck.

"You need to hurry Ben," Sarah said.

"Don't worry Sarah, it's just a fire," Ben said.

As he propelled into the burning building, he grinned, realising that there was a thrill in being a hero. That smile, visibly even underneath the breathing mask he wore, gave people that bit of extra hope. Ben recalled something May had once said, that children needed courageous, self sacrificing people to set an example for them. Adults needed that two, that kind of person whom years later they would talk about, about the person who urged them to hold on that second longer. The world was ending, but that didn't mean there were no heroes left in it. As Ben crashed through the window, carrying the parents of the children he had saved, he saw the men and women empowered by the Ultimates. Men and women who could fly, or grow, this time they were saving lives.

"We have survivors reported to be in the Chrysler building," Maria Hill addressed the volunteers, wearing the same short sleeved uniform the super powered agents wore.

People saw something incredibly strange, and incredibly amazing walking down the streets. Gigantic ants carried crowds of people across the city. Hank Pym stood on the head of one of the ants, wearing a red and black suit, and a helmet that resembled an ant's head.

'All this time I had the potential to do this, to be something more than just a scientist, to be a hero,' for once in a long time, Pym felt proud of himself.

Vision drones across the city assisted with evacuation efforts, carrying people to the Daily Bugle building. Spider-girl swung onto the rooftop, holding two people she had found on the streets. She looked down to see Rick opening portals.

"Please make your way through the portal, I assure you everything will be all right," Agent Melinda May said to the people being gathered.

"Are you tired at all kid?" Felicia asked Rick.

"Not one bit, I don't even know whether there is a limit to how often I can teleport," he said.

Sarah parked the truck at the back of the crowd and urged the people she gathered out. She got out of the truck and looked at the head of the line, Rick was still projecting portals. Falcon landed at the front of the line, dropping a couple and their child off.

"The city's pretty much clear now, we need to move onto other continents, and get the other teleporters in on this," Sam said.

"Nightcrawler and the others were already reached, we just need to assist in the evacuation of those areas they've gone to," Rick said.

He created a portal, for each of the heroes, even Sarah, Pixie and Beast. Ben swung up to a building in Paris, and started guiding people out, into portals created by Blink. In London, Felicia led several refugees out to the teleporter Gateway. Across Moscow and other areas of Russia, Magik teleported crowds gathered by Sarah, Sunder, Pixie and Molly Hayes. Canada saw both the Falcon and Machine man working with Nightcrawler to teleport people out of the country. Just on the outskirts of the Savage land, these groups gathered in waves. Rick finished teleporting one group in from China, and looked up at the sky, as his energy form began to flare.

"He's coming," Rick said with fear.

* * *

Sven coughed, leaving a trail of blood behind him. He could feel the arrow sticking out of his chest. He'd just escaped the rubble that had rained down on him, and was able to crawl into the city. There he saw the clashing forces of the Inhumans, and Cade's Avengers. But beyond all that, he saw what every person who wasn't consumed by the fighting on Earth saw. In the deserted plains of New York, Karen and Mary Jane looked up at the meteorite fragments that blotted out the sun, and the swarms of Gah Lak Tus drones.

"Damn it, we're too late," Sven said.

"What the hell is that?" voices asked behind Sven.

He rolled onto his side, looking at Martinex and Charlie-27. The latter had cleared the debris away, and both men looked up at the sky, and then towards Sven.

"Help me pull this thing out of my chest," Sven said.

"No chance human," Martinex said.

"We take that out you'll bleed to death quick," Charlie walked around Sven, picking him up off of the floor.

"Not if I use someone's healing factor," Sven said.

"You've got a healing factor?" Martinex asked.

"No, but I can reach through the spirit realm, and ask a dead person who did have a healing factor, it'll only be for a few seconds but it'll be enough to save my life, and get back into the fight," Sven explained.

"Are you an Inhuman?" Charlie-27 asked.

"No he isn't," a voice said from behind the three men.

They turned, seeing Crystal in her yellow and white uniform. Next to her was the teleporting dog Lockjaw. The dog let out a bark as Crystal charged her hands with fire.

"You people come to the city of my people, you kill my family, destroy our accomplishments, and now, now you have bought the destroyer to our universe," Crystal explained.

"We didn't bring that thing in the sky here," Martinex retorted.

"Hell, we only joined Deathblade because we thought he could help us get revenge, on Rogers not you," Charlie explained.

"WHERE ARE THE CHILDREN!" Crystal yelled.

"What children?" Martinex asked.

"Don't play dumb with me," Crystal said.

"They are safe I promise you that Crystal," a voice said behind Crystal.

Lockjaw barked with confusion, as the Stranger appeared in front of them.

"Okay old man who the hell are you?" Martinex asked.

Sven looked to his side, and smirked, chuckling despite the blood coming out of his chest.

"Today is just the day for people to be appearing out of nowhere," he said.

Martinex and Charlie-27 widened their eyes as Uatu walked to the Stranger's side.

"I must say, our species in your world seem closer to humans," Uatu said.

"There is a very valid explanation for that, alongside the many other human like species in my world," said the Stranger.

Sven coughed again, spitting out a bit of blood. Uatu and the Stranger turned to look at Sven, and both nodded their heads. They gripped the blade in Sven's chest and pulled. In one fluid motion, they had yanked the blade free, Sven let out a yell as the markings appeared across his body, forming a silhouette of the Wolverine. The wound on his chest began to heal, just as the blade in the Watcher's hands crumbled to pieces.

"Asgardian weaponry, a lot more powerful than it is in my world," the Stranger said.

"Are there even Asgardians in your world?" Uatu asked.

"Not as you would recognise them."

"Could someone please tell me what is going on, and where are the children?" Crystal asked.

Both Uatu and the Stranger looked over at Crystal, as if just realising she was there. Then they looked down at Sven, who was sitting on the floor, gripping the area he had been hit.

"He and I are both the same person," Uatu said.

"Indeed," the Stranger, another Uatu nodded.

"Other worlds, so many possibilities," Sven laughed slightly.

"Of course, and don't worry Crystal, I have taken the children to my world, rest assured they are safe," the Stranger, or Uatu 2 said.

"Let me guess, you're from the world that's going to collide with ours," Sven said.

"No, I am from another world entirely, and the survival, perhaps the very existence of my world is dependent on the continued existence of others," Uatu 2 said.

"I get it, well nice to have met you Uatu, but I need to go and save the world right now," Sven brushed the dirt off of his trousers and began walking past the two Watchers.

"Wait Sven Reilly," both Uatu's said.

Sven stopped, and turned to face the two Watcher's.

"We can help get the avatars to fight for you," Uatu said.

"But it won't be enough, not if you intend to evacuate every person on the planet," added Uatu 2.

"We don't have anything else," Sven said.

"Not on your Earth, but there are others we can go to," Uatu 2 said.

"You're suggesting I go to other Earths!"

"Yes, variations of this Earth in fact," Uatu said.

Sven hesitantly turned to the Watchers, and nodded his head. He looked towards Crystal, who was of course more confused than ever. His markings appeared again and he widened his eyes.

"MOVE NOW!" he yelled.

Crystal looked up, and widened her eyes in horror. A mass of rocks suddenly landed on top of her, burying her completely. Lockjaw whined for his fallen master, then looked up and growled at the beings floating over them. Terrax, Dominus and Fire Lord hovered above Attilan. Not only had the first wave of the Gah Lak Tus swarm arrived, but so too had the heralds of Galactus. Earth truly was facing its last day.

Next Chapter 11: Multiverse

* * *

Hope everyone enjoyed the chapter, next time, Aaron visits Loomworld and the Web Warriors, and Sven is forced to go to other worlds, whilst Cade carried on a bloodied fight with Black Bolt.


	11. Chapter 11

Disclaimer: I don't own Marvel, this version of the Web Warriors was formed by Exile037 in his story Uncanny Spider-man.

* * *

Ultimate Aeon: Origins Reboot

Chapter 11: Multiverse

**I am Uatu, of Earth 1610.2, you may simply refer to it as Earth 2 if you must. When a society is first discovering the Multiverse, it is common for them to call their Earth 1, and the other Earth 2. However the Multiverse is larger than simply 3 Earths, older and more advanced societies have numbered these Earths, catalogued them. In the case of the Watchers, we categorised the different variations of a single Earth with a point and a number. For example the original source version of these realities we class as Earth 1610.0. My own Earth is classed as Earth 1610.2, whilst the Earth Sven Reilly resides in is Earth 1610.1, or Earth 1 as others may one day call it.**

**The history of Earth 2 (Earth 1610.2) began very much like the original Earth 1610. A race of shape shifters known as the Chitauri used the resources of the Axis powers during world war 2. To combat this threat, and to inspired their troops, the allies created a super hero. However, on this Earth it was not the chemicals of a super soldier formula that resulted in the creation of the first super soldier, but the creation of an expert in robotics. Phineas Horton, a gifted and eccentric man, created the world's first humanoid android. Upon making contact with oxygen, the android revealed its true power, coming alight and flying above the clouds.**

**Phineas always called the android Jim, American propaganda agents picked a name that was a stretch from his true nature, the Human Torch. The cover story was that the Torch was a super soldier, people didn't want to know that he was a mere robot. However that belief was false too, the Human Torch was more than just a machine. With each victory over the Chitauri and the Axis forces, the humanity of the android woke up. When the war finally came to its end, the Torch used the explosion of the Chitauri bomb he stopped to fake his 'death'.**

**In the many years that followed the aftermath of the war, the Torch bore witness to the altered history of his world. When word got out to the other nation governments that the Torch was an android, a demand to recreate that experiment rose. Over the next few years, technological enhancements and not biological ones became the greatest demand. With the shift of who the world's first super hero was, also came a shift in the genetics of several important figures, destinies changed, familiar heroes were different, and new heroes completely rose. The first great attempts to recreate the Human Torch were carried out by two scientists in 1985. Anton Stark of Russia created the Crimson Dynamo, whilst Henry Pym created the Ultron Artificial Intelligence. The Crimson Dynamo was a gigantic machine, intended to be the upgrade of the Torch through brute strength and military might. The Ultron AI was supposed to be the centre of a hive mind, that would control multiple robots. Both machines turned out to be disastrous, and the consequences were dire.**

**Ultron became more intelligent, and filled with hatred for its master. It spread itself across multiple servers, the technology of the world had been jumpstarted by Horton's research, to the point where the computers of that era were as advanced as the modern computers of other Earths. Ultron used that technology to effectively make itself immortal, an obstacle that Pym had to overcome over the years. Crimson Dynamo however became the great disaster that showed the destructive power of a out of control android. Afterwards, Anton defected from the Russian republic and joined the American Union. There was a short developmental hiatus of the world's 'super powers'. After 9/11 and the wars in the Middle East, there soon again came a demand for super soldiers. The 'top cop' of the world Jimmy Woo called it a 'Quantum surge' of threat analysis. Nations that were once poor could get their hands on artefacts and alien machines left by the Chitauri infiltration. Woo called upon a think tank of scientists recruited by the Union to 'save the world' and Atlas, the agency that 'holds the world up' was granted extra funds by the American governments and other members of the Union. The think tank known as the Society, consisted of scientists and engineers, Hank Pym, Anton Stark and his daughter Toni, Richard Parker, Hank McCoy, Ronald Rankin and Reed Richards. Over time and as Atlas grew, taking down terrorist and infiltrating alien threat alike, the 'age of Marvels' soon began. The Human Torch witnessed the births of those whom wanted to take up his legacy.**

* * *

Sven gripped his head, the flood of information the two Uatu's had given him, was nearly unbearable. It was something he had to accept quickly, as well as the gravity of the situation he was in. Galactus's swarm was here, as well as his heralds. Sven dived out of the way of Fire Lord's blasts, and watched as Charlie-27 slammed into Terrax. The shockwave their attacks generated threw him and Gambit back. They bounced across the rubble, coming to a halt at the base of a building. Gambit got off the floor and looked up at the Gah Lak Tus Swarm, already it was beginning to infect buildings within Attilan. Martinex was firing ice and fire blasts and the two heralds he was facing. Dominus and Fire Lord were relentless in their attacks. One melted Martinex's ice, and the other extinguished his flames. Charlie-27 had actually managed to knock Terrax off of his rock platform, but it was only a temporary show of defiance.

"My god, Remy never thought he'd see something this grand, and terrifying," the Cajun muttered to himself.

Leaning against his clubs, Sven stood up, looking straight into the jaws of Lockjaw. The Inhuman's tongue lashed across his face, soaking his hair.

"Thanks for cheering me up, and sorry about Crystal," Sven said, stroking the back of Lockjaw's head.

The giant dog howled, and much to Gambit's shock, the Watchers had appeared again. This time however, a third Watcher had been added to the group. She was wearing a white cloaked and armoured uniform, was bald like most Watchers, but not a giant, and her eyes were green and more human than other Watchers.

* * *

**Moondragon is my name, I am the Watcher of Earth 1710, a world that began much like Earth 1610. The divergence came when Captain America woke up, to a world that was still fighting a war in the shadows with aliens. Except the Chitauri were not the invasion force they were in 1610, they were refugees trying to live amongst humans. Fury's S.H.I.E.L.D. were not protectors, but exterminators. Captain America was not the soldier Fury wanted, with the help of the other Ultimates, whom chose to follow him instead of Fury, he blew the whistle on Fury's activities. Natasha Romanoff, Clint Barton and Nick Fury were all imprisoned as criminals, the first people to be convicted of 'crimes against sapient life'.**

**Captain America's kindness to the Chitauri, opened up a whole new struggle. Earth became a gathering place for refugees from a number of fallen alien civilisations. Aliens became the new minority that was prosecuted against. The X-men expanded their dream to fight for aliens. In time, the focus of the Ultimates shifted from super heroics, to humanitarian work. Tony Stark fixed the energy crisis with his Arc Reactors, Bruce Banner improved the health of humanity and cured numerous diseases, Hank and Janet Pym fixed overpopulation with the creation of pocket dimensions, creating new nations and communities for humans and aliens alike to live in, Thor fixed the food crisis by giving a 'hammer' (a giant weather machine) to every nation in the world. Steve Rogers on the other hand, put away his shield and took up the pen and paper. He wrote numerous books on philosophy, created artworks depicting human and alien cooperation and moved slowly into the political arena. He delivered numerous speeches and pushed for a world of acceptance.**

**Unfortunately, not everyone in the world shared his idealism. He was assassinated on the steps of the White House, alongside the Kree and Chitauri ambassadors. Hydra wanted his message of cooperation silenced, their actions only succeeded in highlighting it. Governments human and alien alike cooperated, people came to understand one another based on the shared grief of losing their heroes. Rogers's death bought the world together, whilst the work of Reed Richard's put the Earth onto the galactic scene, as an equal of the Kree and the Chitauri. With their work to unite the world done, the surviving members of the Ultimates put together the White Star, an organisation of soldiers that protected entire galaxies.**

* * *

"Son of a..."

"Remy think you oughta watch your language in front of a fine woman," Gambit said.

The Cajun practically slid to Moondragon's side, taking her hand and kissing it.

"People call me Gambit, you can call me Remy, you must be alien cause your beauty is out of this world," he said.

"Did he really just say that?" Khonshu asked.

"He did," Uatu said, shaking his head and sighing.

"This obvious attempt to flirt with me is flattering Gambit, but I am afraid my lover would have big problems with that," Moondragon grinned.

"Your lover?" Remy raised his eyebrows in confusion.

Moondragon tilted her head to the left, in the direction of the battle between the aliens and the Heralds. Dominas hit Martinex with an energy blast, and Fire lord struck Charlie so hard, that he toppled to the ground. Terrax jumped off of a rock platform, and slammed his foot into Charlie's knee. He raised his axe high, as if making some kind of tribute to a god. Then he bought the axe, down, meeting gold steel. Terrax and Charlie widened their eyes, shocked by the sudden appearance of a woman. She had short white hair, and golden markings across her face. These golden lines swept over her eyes, and joined with the edges of her suit. The black portions of her uniform were on her neck, legs and arms, and joined into the starburst symbol on her chest, the rest of her suit was red on the chest, she also wore a pair of gold bangles and a hooded cloak.

"Phyla-Vehl, my herald," Moondragon said.

Phyla smirked, suddenly turning her golden sword into a hammer. She slammed it against Terrax's head, sending the herald flying across the moon.

"This world used to be the source of all our dimensions, if it falls, the knock on effect will cause ripples throughout our worlds," Khonshu explained.

"Great, because the stakes weren't already high enough," Sven muttered.

He looked up to see several Gah Lak Tus drones, latching onto the buildings of Attilan. Inside one of the buildings, an Inhuman with a goat's head looked at the window in shock. Like an insect, one of the drones crept over the window. It was the frightening precursor to an entire swarm crashing through the window. The Inhuman screamed, he was the first of many. Gorgon screamed for very different reasons. With a single tap of her heel against the floor, she generated a shockwave that collapsed the entire building, burying her people, the drones, and Drax.

"WHERE IS YOUR LEADER! WHERE IS THE MAN WHO BOUGHT THIS MONSTROSITY UPON US!" she demanded.

Drax burst out of the rubble, firing an energy blast that knocked Gorgon to the ground. Gorgon slammed her hand down, causing a crack to appear in the ground. She threw a chunk of rock towards Drax, jumping at him as he shot it apart. Gorgon aimed a kick for Drax's head, but he quickly flew upwards. He looked towards one of the buildings, seeing it become consumed by the Gah Lak Tus swarm. Several of the drones began flying towards him.

"TELL ME!" Gorgon yelled, jumping after Drax.

He grabbed her by her head and threw her into the Gah Lak Tus swarms. The Inhuman royal screamed as the insect like drones stabbed their stingers into her arms. Hundreds of them began flying down her mouth, beginning her 'conversion' from the inside. Her skin began to take on a purple tone, as the armoured parts of her suit began to fuse with her skin. Drax watched it happen, and suddenly regretted what he had done. He had killed plenty of people, but when the converted Gorgon turned to face him, he didn't see the eyes of a victim.

"Monster," he muttered.

Only it didn't just apply to her. Drax looked beyond Gorgon, beyond even the swarm, and saw thousands of silver objects. The Heralds of Galactus floated away from Attilan, ignoring their old opponents. They left, and the winged Silver Searchers resumed their part.

"As if the heralds weren't enough, now these things," Sven said.

"You will need to leave this place quickly Sven Reilly, you will need to go to my observation post," Khonshu said.

"Once there, you will have to use the power from that base to transport yourself to other realities," Uatu said.

"It's still on the blue area of the moon right?" Sven asked.

"No, it is a few metres away from it."

Sven grit his teeth together out of frustration, it was by no means impossible, simply another additional obstacle. He focused with his powers, forming a network of see through red plates, that spread across his body. It trapped the air the blue area of the moon had, acting as a pressure or space suit for Sven. His concentration faded as the converted Gorgon landed in front of him. Stumbling forward, Sven drew his batons and jumped over Gorgon. He focused energy into the ends of the clubs and slammed them into Gorgon's head, splitting it open. Even without a head, the converted drone tried to grab Sven. Suddenly, a blast of wind knocked the creature to the side.

"We've been brought up to speed," Gamora said.

She threw off her cloak, revealing the sleeveless brown outfit she wore underneath. Then she took off the Starlord's helmet and raised her sword.

"Our revenge will be pointless if there is no world for us to take revenge on," she said.

Mary took off her own helmet and lit her hands up. She threw them forward, releasing blasts of fire, that knocked back the Searchers coming down from the sky. Widow and Mystique both carried blasters, taken from the Inhuman guards. The two women shot at any drone or converted corpse that tried to attack them.

"Keep your distance, don't let any of them touch you," Martinex said, freezing several drones, and melting a Searcher.

Drax slammed two Searchers together, and then ripped another apart. He took several energy blasts, repaying the Searchers with his own energy. Gamora shot both fire and electricity from her gun, shot circuiting and melting the drones around her.

"You don't have time to stand around gawking Reilly, get going now," Widow said.

She fired a beam that passed Sven's head, blowing a hole in a Searcher behind him.

"It's probably not worth much, but I'm sorry about your father, I came onto him," she said.

He found himself squeezing the batons tightly. When he looked at Natasha, he didn't see the scarred woman of this world, nor the traitorous spy of his old world. Instead he saw a beautiful woman, clad in a black suit with gold cartridges around her wrists, a hero and Avenger.

"He betrayed mum, there's a chance I can take it back, or just save this world, but..."

"Either way, I'll be too dead to care," Widow said, her voice filled with acceptance over her inevitable fate.

She spoke no more, focusing on shooting the drones instead.

"I will use Lockjaw to gather as many of the surviving and unconverted Inhumans as I can, you must trek across the moon, the Watcher's base is to the south," Uatu explained.

"Actually it's to the north," Khonshu corrected.

"All of his efforts will be useless if Galactus reaches the Earth," Charlie said.

"Then it is a good thing that humanity is not alone in the universe," Moondragon said.

She pointed towards space, far away from the Searchers and the Gah Lak Tus swarm, was a single silver light. A man of silver stood on a board, and looked over his shoulder. The lights of several hundred ships activated, revealing a grand fleet.

"In one world, the alien races of the galaxy joined into a grand army to face the Builders, now in this world, they have joined together to ensure the galaxy's survival," Khonshu explained.

"Prepare all missile batteries, move in cooperation with the forces from Korban," Chitauri admiral Kalxor spoke to his troops.

The triangular ships of the Chitauri released their war machines, warriors riding on flying chariots, great war beasts known as Leviathans, and smaller fighter craft. They flew alongside the missiles released by the Chitauri, and the cyborg warriors of Korban.

"Form up all ships, release a barrage from the cannons, do not let a single drone reach the Earth," Kree Admiral Ro-Nan stood in his ship's command bridge.

Armoured Kree warriors flew out of the ships, their symbiotic armour shaping massive cannons on their shoulders, the same designs Mahr Vehl designed to halt the Gah Lak Tus swarm. Members of the Fraternity of raptors also flew alongside them, with the surviving space knights of Galador and the Skrull and Sakarians.

"The future of every variation of this universe depends on Earth's survival, no one will allow Galactus to take their prize," Moondragon said.

A portal suddenly appeared between the Earth and the approaching Galactus forces. The heralds of Galactus stopped, looking upon the ships of an empire that existed between dimensions. A grin spread across Thanos's face as Dominus ripped open the bridge of their ship. All of the crew were sucked out, except for the consort of death and his two sons, Gallowglass and Ronan. Stardust and Air-Walker flanked Dominus, who crossed his arms and huffed at Thanos's stand.

"You endanger your empire mad man," the herald said.

"They pay the price willingly, we will not let the source of the cube be lost, even if it means destroying the Earth ourselves," Thanos said.

"To get to my master, you must go through me, he has empowered me you see, I am Dominus the wave master, I control the very waves of the universe with the power cosmic, what are you in comparison to any one herald?"

"I am master of my own fate, ruler of an empire, consort of death itself, I am Thanos of Acheron, that is all I need to be," Thanos grinned as he got off of his throne.

Ronan and Gallowglass widened their eyes, as Dominus punched his arm straight through Thanos's chest. The ruler looked down at the Herald's hands, not shocked, rather intrigued.

"Interesting," he said, before cosmic energy began to sweep over his body.

Dominus ripped Thanos's head off by his spine, melting his skin and leaving only his bones remaining.

"Well, it seems that wasn't enough," he said, before turning to the sons of Thanos. "Kill them all!"

* * *

**We are the Watchers, machines left behind by the grand race. Our objective now, is to follow those whom seek to abort the destruction of reality. On one side we have the Future Foundation, now reduced to Iron man and the Invisible woman. They are returning to their original reality, to what is the source of all the realities that are at stake today. There, they must prevent Nicholas Fury from destroying another world.**

**This world, Earth 13, is one that hasn't begun to see its mightiest heroes. There exists two men in that universe, two men who are just waiting to define this world. Their names? Erik Lensher and Charles Xavier. There is no defence for this world, no seeming significance in the grand scheme of things, it is a young world in comparison to our universe. So Fury and the Maker, will not hesitate to end it. **

**On another side, we have Cassandra Webb and Aaron Davis, the Spider-man of his altered world. Both have lost their connection to the web, and have come to the Earth where the web lies. Loomworld was once the home of the Inheritors, but has since become a place for the web warriors, Spider-men and women, and animals of other worlds to protect other realities, even ones that already have warriors of the Web.**

**The Future Foundation will fail, but in Loomworld, and the world that follows, Aaron Davis will find what he needs to save the world, and himself, before he dies.**

* * *

"You have got to be kidding me," Aaron remarked, as he and Cassandra left the portal.

The first thing they saw was Spider-ham of Earth 25. Peter Porker looked up at Aaron, continuing to eat his popcorn.

"Another Spider here," Ham said, walking deeper into the cavern.

They had arrived in some kind of chamber, it was too dark to tell what anything looked like, other than the gold pillars that kept the ceiling up. There were also webs scattered across the place, strands of webbing swept across the room, around and between the pillars. The mass of webbing was so large it was as if a giant Spider-man, or multiple ones had spun the webs, forming a massively detailed web.

"All right, who's in charge here?" Aaron asked.

"I don't know," a voice said from the ceiling.

Aaron and Webb looked up, a woman in a Spider-man costume came down from the ceiling, sliding down her web and hanging upside down.

"Who can we consider the leader?" she asked.

Another Spider-man crawled around one of the pillars, his suit was black, with red from the mask, shoulders and down to the midsection, the fingers of his gloves were red, and he wore red kneepads with spiders on them.

"A web cape," Aaron motioned to the final addition to the costume.

"What, its badass," Jason Doyle, the Spider-man of Earth 65 frowned underneath his mask.

"I could count on both hands how a cape can backfire," the Spider-man from the Noir universe said, revealing his hiding place in the shadows.

"Told you not everyone would like the costume babe," Gwen Stacy, the Spider-woman of Earth 65 landed behind Jason.

Aaron and Webb looked around, seeing the many Spider-men and women, the web warriors. With their masks off were Spider-UK, Billy Braddock of Earth 833, Paviitar Prabhakar of Earth 50101 and Ezekiel Sims of Earth 610. Still in their costumes were many Aaron didn't recognise, Anya Corazon, the Spider-girl of Earth 616, and another woman in an Arachne costume.

"So these are the Web warriors," Cassandra muttered.

"Don't sound so disappointed," Aaron huffed.

"Is that you Aaron?" the Arachne of Earth 624 asked.

Spider-Prowler looked towards Arachne, his eyes wide as he removed his mask. She too removed her mask, revealing her identity as Rio Morales.

"What, how did this happen?" Aaron asked.

"My reality diverged from others, when I went to look for Miles at your apartment, the spider bit me instead of Miles," Rio explained.

Aaron sat on the ground, rubbing his eyebrows from exhaustion.

"It seems natives of Earth 1610, have finally found us," a voice spoke from the web.

Aaron and Cassandra looked towards the web, widening their eyes in shock. His legs had been fused to a mechanical spider, and his body was covered by Victorian era garb, the man's face, if one could call him a man, was concealed by a mechanical helmet.

"Karn, the Weaver of the web," Cassandra said.

"So are you the reason our spider alarms don't work in our world?" Aaron demanded.

"Spider alarm, who would call it that?" Jason asked.

"Spider-sense sounds much cooler," Gwen said.

"Karn had nothing to do with this, calm down Mr Davies," Ezekiel said.

"Look pal, right now my world is on the verge of destruction, the best chance I have of being of use is with my spider-sense, which right now isn't working and you people are sleeping beside the best way of explaining why I lost it," Aaron explained.

"Karn, Paviitar, can either of you figure out why 1610 is cut off from the web?" Rio asked.

Paviitar put a hand to his chin as he looked at the web. Outwardly it didn't seem anything was wrong with the inside of the web. Karn however could feel the inner decay of several strands of the web, decay he had to repair.

"It could be a result of Octavius cutting the web, or maybe some kind of defence mechanism, certain worlds may have cut themselves off from the web so that the Inheritors couldn't reach them," Paviitar explained.

"I believe the true reason may be so much worse," Karn said.

"Great," Aaron muttered.

"Why do you think this is happening?" Rio asked.

"The web has begun to slowly decay, worlds are being destroyed, and there is something else, something much darker spreading across reality, I fear Loomworld may one day no longer be a safe place, " Karn explained.

"What about Earth 1610?"

"Earth 1610, is currently flashing between several states, states in which history is altered in each one. That reality has been altered heavily, not through time travel, but through actual manipulation of its fabrics."

"There he goes, talking about reality as if it's something constructed," Spider-man Noir said.

"You were from the 30s Noir, doesn't everyone believe the world was constructed there?" Ham retorted.

"You say it's not time travel, but what else could it be?" Gwen asked.

"Reality manipulation, like what happened with the Scarlet Witch in my world," Anya said.

Aaron thought for a moment, about what the web warriors were saying. He mouthed 'reality manipulation' and recalled something. In his altered world, Existence once had a documentary made about them, one that circulated across the internet before it was shut down by Ultron. That documentary described some of the abilities of existence. Karen of course had her traditional telepathy and telekinesis, Molly Hayes had super strength and empathy, Nightcrawler teleportation, Dazzler her manipulation of light. Elliot Boggs, AKA Magician, had a simplified version of the explanation of his abilities. Remembering what it was, Aaron punched one of the pillars.

"Damn it, that son of a bitch, everything I've lost, all the death and destruction, it's all because of him," Aaron snarled.

"Who are you talking about?" Rio asked.

"Magician," Aaron frowned and put on his mask. "Magician destroyed our world!"

* * *

Sven rubbed his heart, feeling the markings spread across his skin again. As he got closer and closer to the Watcher's outpost, he began to feel more and more people dying. Warriors from space were dying, people on Earth were dying, in the rush of the evacuation and on the battlefield in the Savage land. Even people in Attilan were dying, Gamora fired blast after blast from her element gun, destroying the Gah Lak Tus flies around her. She threw the weapon aside when one drone latched onto it. Thrusting her sword into a Searcher, Gamora screamed as one grabbed her shoulder.

'Everyone,' Sven thought.

Gamora drove her sword through the Searcher's chest. But the sword snapped in half as she pulled it out. Even so, she kept on fighting, walking through energy blasts that burnt her skin. She jumped at the Silver creatures, tearing ones wings off and using them as make shift swords. A massive Gah Lak Tus drone landed in front of her, driving its arm through her chest. Drax laughed like a madman as he blasted one drone and searcher after another. He smashed one of the silver angels against the ground, and threw it into several others. Seven of the winged monsters surrounded the destroyer, and fired blasts from their hands. The blasts buried him into the ground, and melted the synthetic skin over his cyborg core.

'They're dying,' Sven thought.

"Weapons systems are being assimilated, I've purged them Admiral," a Kree soldier said.

"Good, I want all the power from the weapons converted to the thrusters, RAMMING SPEED TOWARDS THE ENEMY CAPITAL SHIP!" Ro-Nan yelled.

"Admiral Kalxor, the Kree armada is fractured, Admiral Ro-Nan's ship is heading towards the heart of the swarm, several drones are moving to flank them," a Chitauri soldier reported.

"MOVE TO INTERCEPT! SHIELD THE KREE!" Kalxor yelled words no one thought he would speak.

Sven watched the Chitauri protect the Kree capital ship. Gah Lak Tus drones latched onto the hull of the Chitauri vessel and begin to convert it. On the bridge of the Kree vessel, Ro-Nan looked back at the ship of a man who was once his enemy. He raised his hand into a salute, one Kalxor traded with his men. Kalxor slammed his hand into a button, triggering a self destruct system that blew the ship and the swarm around it apart.

"We are Kree warriors, defenders of honour, protectors of the empire and the galaxy itself, FOR HALA!" Ro-Nan yelled.

"FOR HALA!"

The battle cry echoed in Sven's mind as the Kree ship crashed into Galactus's. It blew an opening in the side of it, but the sacrifice was ultimately futile.

'Everyone's dying, to protect the things they love the most, what can I protect?' Sven wondered.

"Nothing, you've never been capable of protecting anything," a voice spoke behind Sven.

He turned around, seeing the form of Magician. The young man had his hands raised, glowing with gold energy. Markings spread across Sven's skin, giving off the same effect Magician's powers had. Magician widened his eyes and threw his hands at Sven, hitting him with an energy blast.

"NO! I WON'T LET YOU RUIN EVERYTHING!" he yelled hysterically.

He fired one blast after another, throwing Sven across the moon. Sven got off of the floor, looking at Elliot with absolute horror on his face.

"It was you, your powers created this hell," Sven said.

"NO! YOU'RE WRONG! I SUCCEEDED IN CREATING A PARADISE REALM!"

Sven stood up tall, glaring at Magician.

"WHAT DID YOU DO!" he yelled.

"My power allows me to shape reality as I see fit, I saw everything that was going wrong with our world, everything that was wrong, and everything that would go wrong, and I CUT IT OUT!"

"I can feel it, you split our world into two, one where everything that could have gone right did go right, and another where everything that went wrong did go wrong," Sven explained.

"Yes," Magician lowered his head, looking at the ground in shame. "I tried to create a better world, and I did, somewhere out there, there's a better version of our world, a world where I really did become a hero, a world that's full of heroes again. Things can only get better in that world, hope exists in that world, because all of my hope went into it."

He looked at the destruction of the Kree and Chitauri fleets, and at Galactus's ship. Already, the consumer of worlds was preparing his instruments to feed on the planet.

"But then I was stuck here, stuck here in this hellish place, I wanted to live and be a hero in a better world than this, and I tried to be a hero, I really did...but this world's nature is to step on the weak, I lost every time. So I knew that I needed the ultimate end event, the destruction of this world, through the destruction of its original, the incursion, Galactus, I brought them all here. I knew that if I just let things be, then every variation of our world would have carried on, everyone who existed in those variations would have survived. But I just wanted to get out of this world so badly, even if it meant killing everyone who ever existed!"

Tears were streaming down Magician's face. Sven squeezed his hand into a fist, gritting his teeth together. The yellow markings across his skin took on a black colour, and flames began to leak out of the markings.

"You fucking coward," Sven snarled, taking a step towards Magician.

"Yes, I am a coward, I am what this world has forced me to be, but really...our world was flawed to begin with don't you agree?" Magician asked.

"That doesn't justify separating all of the good from the bad, that's not reality," Sven said.

"Reality is filled with nothing but misery," Magician retorted.

"You've put everyone _**IN A DREAM WORLD!" **_Sven yelled.

He threw his arm forward, forming a fist of pure energy that slammed into Magician's body. Sven drew his clubs, swinging them at Magician. He struck him several times, hitting his face, arm, and left shoulder. Bones broke under the assault, but Magician still stood, or rather floated off of the ground. His bones instantly clicked back into place, and he glared at Sven.

"You're just as brutal as them, you and your rival, you should fade away completely," his hands began to give off a gold light, as he aimed the palms at Sven.

"GO SVEN REILLY!"

Magician looked up, and then an energy blast slammed him against the ground. Slowly, Magician looked up and snarled. Floating above Sven and Magician was a version of the Surfer, a gold Surfer.

"You must go, and quickly," he said.

Sven nodded his head and ran in the other direction.

"Who the hell are you?" Magician asked.

"You have tampered with timelines Elliot Boggs, Immortus and the Infinity Watch was not going to stand idly by whilst you made reality your plaything," the gold surfer said.

Sven continued running across the moon, looking into space. There, members of the Infinity Watch, heroes from across time and reality, assisted the remains of the Kree and Chitauri fleet. A white and green suited Captain Marvel fired energy blasts at Gah Lak Tus drones, whilst an Annihilus in a Nova-corps uniform crashed through multiple searchers. Sven looked towards the crater, and caught a glimpse of the Watcher's outpost. There was a flash of light, and Sven looked towards Attilan. He saw Cade continuing a brutal battle with Black Bolt. The Inhuman king had been stripped of his armour, revealing his black and grey skin. Metallic wings had stretched out of his back, and he was beating Cade badly, punching him repeatedly, shattering every blade he summoned.

"Cade," Sven whispered.

He looked towards the observation post, at the battle in space, and then towards Cade.

_"You should go," _a voice spoke behind him.

Sven looked towards the voices. Dressed in the costumes they wore before they died, were some people he looked up to. Hank Pym, the Yellowjacket, Janet Van Pym, the Wasp, Thor Odinson and Steve Rogers, Captain America. Just some of the original Ultimates.

_"Get to the observation post soldier, you've got a job to finish," _Cap said.

_"Why do you hesitate?" _Thor asked.

_"He can't decide between the rest of the world, and his best friend," _Yellowjacket said.

_"Indeed he can't," _another voice sighed.

Wolverine, Dazzler, Nightcrawler, Daredevil, Scarlet Witch, Charles Xavier, and all those lost during Ultimatum, and beyond appeared around him. Sven looked towards the observation post, and made his decision.

* * *

**Attilan-Terrigen chamber-moments earlier**

The precious Terrigen crystals, the pride and joy of the Inhuman race, were exposed. Black Bolt punched Cade across the face, throwing him away from the crystals. Cade spat out blob of blood, and then leapt at Black Bolt again. He slammed his blade into Black Bolt's chest, dragging it across his armour. Black Bolt backhanded Cade, breaking off more of his armour. The force put Cade to his knees, and sent him sliding across the moon. He watched as Black Bolt landed in front of him, the shine of the Terrigen crystals behind him. Another sword materialised in Cade's hand.

_**"WAS IT WORTH IT!"**_

Again he posed the question, and again he and Black Bolt clashed. Bolt channelled the destructive power of his vocal chords throughout his body, granting him super strength. Cade channelled energy through his blades, making them sharper. When fist and blade met, the two energies merged. The resulting flash disoriented Black Bolt temporary, and led by his rage, Cade struck. He slammed his blades into Bolt's helmet, slicing it open, revealing his truly Inhuman appearance. Cade then followed through, slashing Black Bolt across the chest. He attempted a third strike, only for Black Bolt to grab both blades. Bolt's eyes narrowed in fury, matching Cade's own anger. Suddenly, both blades phased through Bolt's hands, and slashed his chest again, stripping off of the last of his armour.

_**"ALL THE DEATH THE INHUMANS COULD HAVE PREVENTED! THE DIFFERENCE THEY COULD HAVE MADE! WELL WAS IT WORTH IT BLACK BOLT!"**_

With each yell, Cade slashed Bolt again and again, taking off his helmet and even the guard on his mouth.

_**"Was denying your humanity, your place in the world all worth it, JUST TO DIE HERE AT THE END!" **_Cade roared, thrusting both his blades towards Black Bolt. _**"WAS IT WORTH IT!"**_

Black Bolt again caught the blades, shattering them to pieces with a single squeeze. He slammed his fist into Cade's face, shattering his helmet and sending him flying, skidding across the moon's surface. Again Cade spat blood across the floor, but he continued to look defiantly at the king of the Inhumans, a true inhuman. The weight of Black Bolt's sins began to weigh down on Cade, and he saw that this Inhuman king was brutal in whatever variation of their world. He saw child after child rejected because of coming out of the mists imperfect, he saw opponent after opponent executed without mercy. This Black Bolt was no wise ruler protecting his people, he looked down on the people of Earth, even prayed for their destruction.

_"You have to run Cade," _a voice spoke next to him.

Cade looked to his side, and saw the woman he loved. Laura looked at Cade with a pleading look in her eyes, her mere gazed begged him to turn away. Not just from her, or from Black Bolt, but from the path of violence he had gone down. He took another step forward, trying to gather the energy for another blade. Static electricity sparked between his finger tips, but that was the limit of his power. Cade ran at Black Bolt, yelling as he raised his fist.

_"CADE PLEASE STOP!" _Laura yelled.

Black Bolt easily caught Cade's fist, and bent his right arm out of place. Cade yelled in agony before Black Bolt threw him back. He bounced hard across the floor. Cade formed a construct around his broken arm, bending it into place again, keeping the construct there as a cast. Slamming his still functioning arm against the floor, he forced himself to stand. Black Bolt frowned at Cade for a moment before opening his mouth, finally, he deemed the man worthy of an answer.

"YES!"

A moment passed over the blue area of the moon, in which everything was silent. And then, Bolt's voice echoed, through Attilan. A wave of energy moved towards Cade, throwing chunks of the moon into space. Cade braced himself, for the blow that would finally end his life.

"NO!"

Black Bolt and Cade both widened their eyes. Sven appeared in front of Cade, his body glowing red as he accessed the full force of his powers. The energy slammed into Sven, stopping right at him. Cade looked at his old friend in shock, the energy wouldn't go any further, Sven screamed louder than Black Bolt, holding back the Inhuman kings voice. The energy around Sven faded, revealing scorch marks across his skin, bits of his hair had crumbled apart like paper. He fell back, straight into Cade's arms. The anger faded from Cade's face, replaced by a look of pure shock.

"SVEN!" he screamed.

Next Chapter 12: Clarity

* * *

Hope everyone enjoyed the chapter, this was originally going to be bigger, but the chapter got too big so I'm incorporating a lot into next chapter. Next time Cade's full power awakens.

Designs:

Black Bolt: The idea is that he was wearing a type of armour, resembling his Earth X look, with his Ultimate look lying underneath it, and him growing wings like his Earth X counterpart. This version of Black Bolt reveals himself to share his brother's belief in Inhuman superiority.

Moondragon: This version is the Watcher of her Earth, powerful telepath not bound by a code of non interference, but because of limited clairvoyance limits when she gets involved to events of universal importance.

Phyla-Vehl: Daughter of her world's Marh Vehl (Ultimate Mar-Vell) and Moondragon's lover. Her abilities are based on her Quasar identity, with her look a mixture of her first costume and hooded appearance. She can also manifest an armour resembling her father's.

Human Torch/original: Hammond android model J1M, not a human synthezoid but a true robot that combusts to look like its 616 torch form. The first marvel of its world, which has heroes that relied mainly on technology, will be introduced fully in later chapters.


	12. Chapter 12

Disclaimer: I don't own Marvel

* * *

Ultimate Aeon: Origin reboot

Chapter 12: Clarity

**On another Earth they were friends, and they came to work together, even die together. They accomplished more together than they ever could alone. I have watched versions of them, seen in what direction their history can go. Sometimes the death of Cade Hunter, drives Sven Reilly to adopt the same style of crime fighting Cade took on. Other times the death of Sven Reilly, inspires Cade to change his way, even take up the name and armour of Aeon. But make no mistake, this is not either of those times.**

The Uatu of Earth 2, looked at the scene taking place before him. Cade gripped the horribly burnt, and lifeless body that had once been Sven. They were friends in this universe, not just rivals whom had grown into more. Cade's eyes let out a red glow as he shook Sven, trying to get him to wake up. His head turned repeatedly in denial, and as he did this, Black Bolt began to slowly ascend out of the gravity well. He looked at the destruction of his home city, the last stand of his people. He simply huffed, as if it was a petty annoyance. Truly embodying the name Inhuman, he did nothing even for his own people. Descending towards the Terrigen chamber, Black Bolt obliterated the Gah Lak Tus drones attempting to infect the crystals. He landed in the chamber, grabbing the diviners and placing them into a crate.

Moondragon looked at the man with pity, knowing he fully intended to leave everyone to die. His goal, to find another world, a world he could truly become the god of. The Terrigen crystals would accelerate the evolution of primitive worlds, Black Bolt would be worshipped as a creation deity, on par with the Makers and the Celestials. Again his wings stretched out of his back as he began to levitate, leaving his city behind.

* * *

Within the confines of something called the spirit world, Khonshu, what the other watchers had come to call the Uatu of this Earth, witnessed a moment. This moment was between Cade and the woman he loved. The realm was pure white, so it appeared that Cade was crouched on nothing. Laura stood behind him, mustering the courage to touch his shoulder.

"It's not true, not him," he said.

"Cade, this is your fault," she didn't say the words with malice, or to hurt him.

It was an acknowledgement, and it took Cade away from the realm, away from her. He arrived in his own private hell, but it was a hell another version of him had imagined too. On a hill of blades, Cade saw himself. He was an older man, which meant more mistakes. Both saw one another's sins. Cade saw a world where he had fully intended to wipe away all evil, only to give evil a chance to destroy the world. His Hunt had ended with a disaster barely being averted.

"Of all the people in the world, why him, why let him die?" the older Cade asked.

"He interfered with my fight," Cade retorted.

"A fight to claim one last bit of revenge, to use the Terrigen crystals for yourself, using villains like them, it's no different from the path I took. Although I suppose one difference is that your entire world was a puppet, not just you, but it's no comfort is it, that you, out of all the people in the world couldn't see with your eyes what Magician had done until it was too late."

"I KNOW!" Cade fell to his knees, slamming his fist into the ground. "I am a fool, I played the game Magician had set up, I became part of that world in which everything can go wrong, a world in which it was evil triumphing over good, no matter how hard good tried. In one fell swoop, I betrayed Sven, spat on the faith Laura put in me, I did something I vowed not to do, I became you!"

The older Cade raised his hand, lifting several blades out of the ground. He threw his arm around, sending the blades flying towards his younger self. Cade materialised his blades at the wrong moment. He deflected one, but the others hit him in the knee, his shoulder, and a third in the chest. Cade stepped back, coughing out blood and looking at his older self in shock. Then he saw a flash, a small echo of something to come. A version of him and Sven fighting, clashing over ideals again and again. He both envied and pitied that version of himself. That young man would fight his best friend, but his best friend was still alive at least.

"No, I will not let it end like this, I will not confine myself to a hell of my own making, I won't lay down and give up like YOU!"

The younger Cade disappeared, leaving the hill of blades. The older Cade lowered his head slightly, for a moment, he wondered if his other self was right. Somewhere out there, there was Injustice going on in the Multiverse.

* * *

Earth 1610

He saw it all, all sides of the mirror, the place where all the bad was, the place where all the good was, and the place where both resided. Nick Fury was willing to destroy another planet to keep his world safe. He had no guilt, no regret, no inclination to find another way. Cade saw three Captain Americas, one who was a monster, another who was a truly flawless hero, and another who had all those flaws, yet still strove to do good. His hands dragged across the floor, leaving a mark in the dust that was the moon's surface. Energy began to twist and coil around him as his body twisted, an incredible pain filling it. Red markings appeared across his skin, like shards of shattered glass they stretched out.

Khonshu looked up at space, at the approaching ship of Galactus. Already, the drones that were the Gah Lak Tus swarm had spread across the city of Attilan. Phyla had formed a suit of Kree armour around her body, creating a blaster and a sword, she slashed and shot her way through the swarms. She shifted both weapons into a pair of spears, that she thrust towards Star Dust. The herald deflected the weapons with her scythe and swung it down at Phyla. She flew back, avoiding the weapon and throwing her spears forward. Then she fired an energy blast, hitting Star Dust and throwing her into the surface of the ship. The Watcher turned away from the fight, looking towards where Cade was knelt. Red, blood like mist rose from Cade's body, forming an avatar that all could see. The energy form a skeleton like creature with demonic wings and horns. It's form twisted in pain, following Cade's movements.

"That's it Cade, you can do this, you can control this power, bring out its full potential," Laura said, rubbing Cade's back as he raised his head.

He widened his eyes as a gigantic Gah Lak Tus ship crashed into the city. The Watchers flew back, looking at the once magnificent city with regret. Black Widow screamed in pain, her legs having been crushed by rubble. As the insect like drones crept towards her, she reached for a nearby pistol, never hesitating to put it to her head and pull the trigger. She became one of the lucky ones, Gamora and Drax emerged from the wreckage, fully converted into beings that served to sate Galactus's hunger.

* * *

**I have witnessed again and again, the rise and fall of great worlds. This world is no different, it rose and now it falls. But there is a third option, one that many a Watcher forgets. They forget that in their darkest moments, sapient beings, especially humanity can be strengthened by crisis. That what would drive others to savagery, drives others to hope.**

Magneto yelled as the energy shield slammed into his face, knocking his helmet off. He crawled across the floor, screaming as one of the White Star members slammed a shield into his knee. Cyclops fired one blast after another, pushing back the soldiers who had surrounded his father figure. As he rushed towards Magneto, Ultron drones surrounded Colossus and Blob. Piotr crushed ones head, only for the others to hit him with energy blasts. Sentinels slammed into the ground beside Colossus, grabbing his arms and legs.

"NO!" Sunspot yelled, firing a blast of fire into the sentinels.

A blast suddenly came down from the sky, tearing off Sunspot's arm. He looked at his attacker in fear, Danvers had finished with Rogue. She took a fire blast to her chest, laughing as Sunspot flew back. A nearby Sentinel bought its fist around, sending Roberto flying across the battlefield. Then it, and the Ultron drones fired at Blob, alongside Danvers. The sheer heat of the energy burnt the ground, and began to melt Blob's skin.

"We need to go now," Cyclops said, helping Magneto off of the floor.

Both widened their eyes in horror as the Sentinels ripped Colossus apart. An arrow suddenly landed between them, shocking them with electricity and shutting them down. Barton fired one arrow after another, bringing Falcons down from the air. He fired his last arrow into Danvers's back, drawing his pistols as he dived for cover. Danvers flew across the ground, scanning it for any trace of her prey. Suddenly, Ben Grimm slammed into her back, sending her flying into the jungle.

"I'll fly you up to the ship, we must protect our final solution," Magneto said.

Barton ran out of cover, shooting the soldiers surrounding Magneto and Cyclops.

"GO NOW! I'LL COVER YOU!" he yelled.

As Cyclops and Magneto flew up towards the escape ship, Barton continued shooting at the drones, the soldiers, at anything that was trying to kill the mutants. Multiple falcons swooped down, hitting Warpath with their feather darts. He gripped his daggers tightly, letting out a scream as he ran towards the Ultron drones. They their optic blasts, knocking him into a nearby rock. The man screamed as they continued the barrage of strikes.

"GET OUT OF HERE NOW!" Grimm yelled as he melted several Sentinels.

Lady Avalanche created a wall of stone between her, Blob and Grimm.

"Its CLOBBERING TIME!" Ben yelled as he jumped into the Ultimate's forces.

He stretched his limbs, punching and kicking multiple soldiers. His body was surrounded by purple energy rocks, with flames on his hands. He fired blast after blast, threw punch after punch. Iron Fist ran in, slamming his glowing fists into a Sentinel's leg. The robot collapsed, crashing into several soldiers.

"FORM UP INTO A LINE! SURROUND THEM!" Carol yelled.

The Ultron drones, falcons and Sentinels formed up, looking at the gathered heroes. Taskmaster beheaded an Ultimate soldier and kept his sword raised as her, Bombshell, Iron Fist and Bullseye Barton joined Ben Grimm's side.

"OPEN FIRE!" Danvers commanded.

Ben raised a barrier, blocking a swarm of energy blasts and gunfire. Danvers unleashed the energy she had gathered, coating the barrier with a photon wave.

"It's too much," Grimm gasped.

"Don't give up, we just need to buy more time," Bombshell said.

Khonshu watched them fight from the hilltop, where other survivors had been gathered. He watched Blink and Nightcrawler teleport the said survivors to Magneto's fortress, a ship that would supposedly save everyone on this Earth.

"Oh god, Blob's still alive," Pyro said, carrying his ally with Toad.

"Get him to the ship, quickly," Psylocke said.

She put a hand to her head, accessing her telepathy.

"They're coming, the Heralds of Galactus are coming," she said.

* * *

**Seeing things doesn't necessary mean we will understand them. Why did Magician create a world like this? We do not know, we cannot truly begin to understand how the world, how reality functions. What we do know is that the world and its people are far more complicated than can be explained in a short conversation. There are those who understand people perfectly, why people do what they do, why they are willing to kill, and why they are willing to die.**

"Are you sure about this?" the gold surfer asked his passenger.

Gambit nodded his head, he wore a breather mask for space. His entire life had come down to one moment, a moment in which he would have to do something he knew he wouldn't do on his original Earth. Dying was one thing, but sacrifice? That was something completely foreign to him, and yet, the closer he got to doing it, the more he felt like a hero. Being a hero felt very familiar to him, and very right.

"Remy thanks you for the lift," he dived off of the surfer's board.

The gold surfer had flown Remy into Galactus's ship. There, Remy saw the grand machine that would allow Galactus to devour the Earth. He stepped up to the machine, looking up at Galactus and grinning.

"Always said old Remy would go out with a bang," the thief said, before touching the device.

He closed his eyes, smiling as energy wrapped itself around the machine. A device that already contained huge amounts of energy, was quickly overcharged. Galactus's once empty expression, turned to one of shock as the effect spread to his throne. A moment passed, and Moondragon watched with great regret as the energy levels reached their limit. She touched the crystal on her head, trapping the area in a time bubble. Gambit looked at his surroundings in confusion. Then he saw her, brown hair, with a white streak running through it.

"Marie," Remy whispered.

"Remy, I always knew you could do it, that you were more than just a thief," Rogue said.

She walked closer to him, touching the side of his face.

"In the other world, I led you away from the X-men," Gambit said.

"No, you led me back swamp rat," she smiled as she wrapped her arms around his neck.

Gambit placed his hands on the small of her back, kissing her scalp.

"If things go back to how they were, then I'm still dead, and you go back to a world where Iceman doesn't love you anymore," he said.

"Yes, that's the sacrifice we have to make," Marie sighed.

She touched Gambit's cheek and smiled.

"Maybe I'll get a new love, who knows, but I will never forget my first love," she said. "And who knows, maybe there is a world out there, were we got our happy ending."

"Oh cheri, Remy have no doubt there is," the Cajun smiled as he and Rogue kissed.

A tear ran down Moondragon's cheek, as the time bubble faded. Gambit's powers finally did what he intended, blowing up the network of machines Galactus used to drain planets of energy. His throne blew up as well, throwing him out of his ship and into Earth's atmosphere.

"NO!" Dominus yelled, watching his master fall.

"Is that it? Is the Earth saved?" Phyla dared to ask.

"No my love, Galactus is not truly dead, only wounded, the Gah Lak Tus swarm and the Heralds still remain, and there is the threat that Magician still poses," Moondragon explained.

* * *

**Unbelievable, that this world that I created, still defies all my expectations. Heroes act like villains and villains act like heroes, yet sometimes good men become better men. Of all those people, why must he be the one left standing in my way? Why must the worst kind of man, Cade Hunter, be in my way? All this death, all this destruction, its inspiring him, driving him, turning him into what he should never become in any reality. Deathblade, the man soaked in blood, the avenger, the deifier of gods and hero and villain alike. NO! I AM THE HERO OF THIS WORLD! OF THIS STORY! ME THE MAGICIAN! No...I am no simple Magician anymore, no mere conjuring, I am beyond them now, I am...THE BEYONDER!**

Laura, the spirit of Cade's greatest love, widened her eyes as Elliot Boggs appeared in front of them. Except he wasn't the Magician anymore, the boy who dreamed of being an X-man. He was dressed in silver armour, the shoulder pads of which stuck out and joined at his chest. Elliot, or rather, the ultimate Beyonder smirked as he took a few steps towards Cade. The spirit of his love suddenly stepped in front of him, spreading her arms.

"I won't let you go near him," Laura said.

"You're just a ghost, there's nothing you can do against me, why bother anyway, look at him, LOOK AT HIM!" Beyonder yelled.

She looked back, Cade's eyes had gone so red his pupils couldn't be seen anymore. The man was swinging his head around, bashing the ground and growling like an animal.

"I will protect him," Laura said.

"Your memory stopped protecting him long ago, HA!" Beyonder rolled his head back and laughed.

He forged projections, from his own imagination. A Spider-man appeared, but his costume was green and he had the metallic arms of Dr Octopus. Captain America appeared, but instead of a man he was some kind of werewolf. The Thing materialised from the rocks, only he was a grey colour and his hands glowed with molten fire. A goblin appeared, a hybrid of the one on Elliot's earth, standing on top of a glider of some kind. Two Wolverine's appeared, one infected by a symbiote, the other was some kind of zombie. Finally, he summoned a Hulk, only he had a flaming skull head, wore iron man's armour and wielded both versions of Thor's hammer.

"He has been led by his hatred since that day, the one constant on any Earth, is that Cade Hunter never finds happiness!"

"Find happiness?" Laura asked, chuckling as she looked at Beyonder. "Happiness isn't something you find, you experience it, and let me tell you on both variations of this Earth, he has known happiness. With me, with Sven, he'll know happiness on every other Earth too!"

Cade's head lunged forward, and a black and red substance suddenly gushed out of his mouth. It lunged outwards, past Laura and towards the Beyonder and his projections. Beyonder flew back, looking at the arm shaped protrusion in shock. It then split apart, forming a liquid substance that spread across Cade's chin and upper body. Laura winced, hearing her lover gag and roar in pain.

"Damn it, why must it be like this, WHY DOESNT HE GIVE UP!" Beyonder yelled in frustration.

He raised both arms, forming multiple portals, blades suddenly flew towards Laura and Cade. Laura touched her heart and three ghostly forms suddenly appeared. One wielded a shield and deflected each blade, the other span a hammer around, and the third used its own armoured body to protect Cade.

"You think your projections are stronger than mine, FINE LETS PUT IT TO THE TEST!"

Beyonder created more and more portals, and out of those portals came missiles, blades, arrows and a flurry of blasts and projectiles. Laura spread her arms out, a small light emerging from her chest. The hammer wielding ghost was immediately impaled by the blades, but the knight and shield bearer, their forms changed into that of angelic beings. The shield bearer took up a star like blade and flew from one projection to another, cutting them apart. The angelic knight fired blasts from its finger tips. Both angelic creatures landed at Laura's side as she threw her arms forward, sending the light flying towards the Beyonder. He struck the blast, throwing it into space.

"Pathetic, and weak, JUST DIE!" Elliot yelled.

He fired an energy blast, the knight immediately flew in the way of it. The angel was torn apart by the energy, and again the Beyonder fired a blast. The remaining angel took up the shield again, blocking the blast. Beyonder focused more energy into the blast, trying to break through the angel's defence. When he finally did, Laura looked back at Cade and closed her eyes.

"I believe in you," she said.

* * *

**Laura, Sven, the only ones who ever believed in me. Whenever I felt weak, they picked me up again, whenever I felt strong, they reminded me what strength truly was. Sven always worshipped guys like Captain America, the only heroes I've ever had, is them. That was my Earth, but I see others as well. So many Earths, so many me's. So many Cade Hunters.**

Cade Hunter was thrown across the moon, the sight put a smile on Black Bolt's face. Even more so when Beyonder's projections began pummelling him. The king of the Inhumans looked up at Galactus's ship. With that, he would be able to fly across the cosmos, restarting Inhuman society. He then looked at the Terrigen crystals, the tools to rebuild the Inhuman race. One final time he looked at Cade Hunter, screaming in agony as both his power, and the will of a god began to tear at him.

"Will of a god? Hardly!"

Black Bolt widened his eyes, feeling a blade pierce through his throat. When his attacker pulled the blade out, he gripped the wound and turned around. Standing before him was Loki, laughing as he tapped his spear against the ground.

"Now you really can't speak, Deathblade intended to use Terrigen to increase his power, you intended to use it to keep your power. I on the other hand, well, let's just say I have a friend who wants these Terrigen crystals very much, for the next phase of plan 'ultimate reboot'," Loki grinned as he disappeared into a black cloud.

* * *

**I can see another Earth, 610, it's like our Earth in a lot of ways. Except I'm still eighteen there, Sven was my foster carer. On that Earth, he was still my hero, my literal hero. In the chaos of Ultimatum, when everyone else was dying, he saved me. He continued to save me when the registration act came through. I was his reason for living, he was no costumed or super powered adventurer. He worked every day to provide for me, for his family, he would help so many people, and the world repaid him with hardship. In the end, I was all he had left, and overworked so much, he was dying and at the time I didn't see it. He wanted so badly to be a hero, so badly.**

**"Then I'll do it, I'll become a hero, in your name!"**

**I made that promise, the promise of a child whom admired his parent. How great would that be, I thought, to dedicate one's life to saving others. To live up an ideal that was so beautiful.**

"ALL RIGHT! EVERYBODY GO THROUGH NOW!" Ben yelled.

Blink's portal was active again, giving refugees from New York and opening to run through. The ultimate plan of the heroes and mutants had been achieved. Ben looked towards the near lifeless plain, Karen and Rick were there, both looking up at the sky. He nodded to Sarah, who walked through the portal with those she had recovered. This was a fight, a final fight that Ben Parker intended to watch until the end.

"Wait, where's Molly?" Spider-girl asked.

"Damn it, we don't have time to wait around," Cat said.

"We are not leaving without her," MJ said.

"I will search the area, I'll find her and get her back to the ship, I promise," Nightcrawler said.

"I'll help you look," Ben said.

"But Mr Parker..."

"Mary Jane, stay with the others, they'll need heroes to protect them," Ben smiled at the girl, touching her shoulder warmly.

For a moment, Mary swore that she saw a kind man with a ponytail, in place of the costumed man before her. Likewise Ben saw a girl wearing normal clothes.

"Go and find him in the next world MJ, Peter, he will love you," Ben said.

Mary Jane touched her heart as Ben pushed her into the portal. Ben got onto his car with Nightcrawler, and started the engine.

"God damn it, fine, I'll help you two search, you'll need cat eyes to find the girl anyway," Felicia said.

She climbed into the back, causing Ben to smile. In place of the thief, he saw a brave young woman in a super hero styled costume. The trio drove into the ruins, beginning their search for Molly Hayes. Ben himself swore that he wouldn't leave anyone behind.

* * *

**That man, on the hill of blades, he had walked a different, yet similar path to mine. Time and time again, his ideals were battered on. Yet still, he believed wholeheartedly in them, he still believes in them. He still wants to do good, he still wants to be a hero. Even if it means living through the same hypocrisy he accused groups like the Avengers and the X-men of, even if it means living the cold and lonely life of a machine. He will stand, as a blade of death, against those whom committed great injustice. It's what I believed in...no, what I still believe in. To bear the pain, to shed the blood!**

Dominus looked at the remains of his master's ship. It was quickly becoming the home of this Earth's survivors. A last attempt to escape their destruction. The herald looked at them in anger, his master had been crippled, his purpose denied.

"Things have to die, the cycle must be completed, Galactus must feed, to even the celestial scales," Dominus said as he raised his hands.

The Gah Lak Tus swarms suddenly began flying around him. Dominus's armour began to take on a purple colour, and become sharper as the drones began fusing with him. He emerged from the swarms changed, his armour now resembled his previous masters.

"I am Dominus the DEVOURER!" he yelled.

Directing his gaze to the Earth, he raised his hands, commanding the swarms to fly towards the Earth. Phyla, the survivors of the Kree and Chitauri fleets and the Infinity Watch watched in shock as the drones and searchers began flying mercilessly towards the planet they protected. The Vision Phoenix fired a blast from his forehead, and from his wings. Annihilus of the Novacorps fired an energy blast from his hands. Captain Mar-Vell slammed his nega bands together, before unleashing a blast from the starburst on his chest. The golden surfer unleashed the full force of the power cosmic, releasing it from his fingers. Yondu knocked back an arrow and released it, whistling inside his breather helmet repeatedly, the very act controlling the path of his arrow. Adam Warlock, Starhawk and Martinex both released blasts of incredible power from their hands. Phyla formed a cannon on her armour, firing a blast that matched the power from the Kree and Chitauri gun batteries. On the Earth, military bases still occupied launched volleys of surface to orbit missiles.

"Incredible isn't it?" Khonshu asked Uatu.

"Yes, they want to protect the Earth so badly, whilst in the original, Fury can only see the option to destroy," the Watcher said.

"There is still hope," Moondragon said.

"Always hope, come, let us do what we need to, to summon the forces that can protect this world," Uatu said.

The three watchers joined hands, lights shining on their chests as they used their collective cosmic power, to give the world a push. A push was all that was needed, to summon powers that could help those on Earth fight the heralds. Karen used her telekinesis to block the blasts from Firelord, and Rick flew around both Air-Walker and Stardust. Terrax was floating above them, launching rocks like missiles. The pair had nearly lost hope, but then they felt the powers reignite within them. Gold armour appeared around Rick's body. His face turned pitch black and stars glowed on the black bits of his armour. The power of the watchers, and the uni-power, all flowed within him. Likewise, Karen's skin and hair turned to fire, and the symbol of the Phoenix glowed behind her.

"Looks like things are about to get rough up there," Ben said.

He and Nightcrawler were on foot, searching the streets. They looked up momentarily, to bask in the sheer awe of the cosmic powers colliding above them. The sound of an engine roaring tore them away. They gasped, seeing Cat in the car, driving towards the battleground.

"What is she doing?" Kurt asked.

"Wagner wait, don't teleport after her, look!" Ben pointed towards the car.

The wheels of the car were literally on fire, leaving a trail behind the vehicle. Ghostly and demonic forms flowed around Cat, as she heard the spirits of the dead. A skull like helmet formed over her face and it burst into flames. Chains wrapped around her wrists, forming a pair of sickles that Felicia, the Ghost Rider swung over her head. The very vehicle she drove took on a black demonic appearance, the headlights glowing with fire.

"The dead are coming Cade Hunter," she said. "They too will aid you!"

On the moon, Cade widened his eyes as he felt one death after another. Grimm's barrier shattered and Danvers punched straight through his chest. Bombshell was shot to death by the White Star troopers. Taskmaster was pulled apart by Ultron drones. Barton shot one soldier after another, killing anyone who tried to reach the mutant fortress. Blink's portal suddenly appeared, and Clint looked to it in horror. Danvers flew straight towards it.

"NO YOU DONT!" he yelled.

He fired a bullet from his pistol, hitting Danvers straight in the head. Blink put a hand to her mouth as blood covered her coat.

"CLOSE THE PORTAL NOW AAGH!" Clint yelled in pain as a blade slid through his side.

He shot a falcon trooper out of the sky. Then another blade flew into his chest. Again he shot that soldier down. A final feather blade flew into his head, but matching his reputation, Clint was able to fire one last bullet at his attacker. Blink closed her portal, lowering her head in shame, and swearing never to forget the sacrifices of the heroes.

* * *

**I can see it, the spirits of the dead. Each one died in an unjust world, and so cruel too. They tell me to get up, to fight. But it's not them that picks me up, it's not them that gives me the strength I need to carry on. I see a world, a young world that at this moment faces an Incursion. Fury and his unrelenting military might, it puts the lives of an entire young and marvellous world in jeopardy. Then I see them, both in the rubble, both with arms lost because of the fighting. Me and Sven, or at least our counterparts in that world. Already our paths seem destined to cross, the blood coming out of our stumps forms a chain of sorts. My younger self looks at Sven, unconscious, and then at the sky. That is my origin right there, looking at the sky, seeing all of the injustice, the anger boiling within me. He...I decide from that point to be a hero, even if it means burying myself in hypocrisies, in living the life of a machine. Even if it means I must sacrifice my life, I swore to preserve all of the good in the world, by striking at all of the evil.**

**The Beyonder, Dominus, Loki, Galactus, Rogers, I will not let any of them get away with this. This injustice, their evil, I won't let it go unpunished. No more death, no more sacrifices. I will be the last, even if I have to sacrifice myself, even if I have to kill. I will save as many as I can!"**

Beyonder widened his eyes as his constructs were shattered to pieces. He looked to Cade in shock. The man had his hand on the floor, the black substance coming out of his mouth had begun to cover his entire body, forming an armour. Souls of the dead, Barton, Kitty, Colossus, Bombshell, all those whom had died, their spirits flew to Cade, the avatar above him slowly shrinking with each soul. The red energy turned blue, forming a halo that hovered over Cade's back. A bright light shined from his body as he rose. His face had been covered by the armour, forming a monstrous jaw, but the jaw faded, and Cade's face became blank. He was an armoured creature of sorts, but the emotion in his red eyes, the anger was visible. Blue energy, matching the halo in his back appeared in his hands. They forged two swords, mixtures of broadswords and katana blades. With the energy glowing around his body, Cade looked up at the Beyonder.

"Deathblade," Beyonder said, before he disappeared.

Deathblade's focus turned from where the Beyonder once was, to where the swarm was coming from. Dominus, the self proclaimed new devourer. Deathblade crouched, crossing both his swords together. Then with a roar he launched himself into space. A pair of fiery energy wings burst out of the halo, increasing Deathblade's speed as he headed for Dominus. The Watchers smiled proudly, watching the new hope cut his way through the devourer's forces.

Next chapter 13: Incursion

* * *

Hope everyone enjoyed the chapter. Next time the Web Warriors and Spider-Prowler head to other Earths, as Nick Fury and the Ultimates prepare to destroy a world where the Marvels haven't truly risen yet.


	13. Chapter 13

Disclaimer: I don't own Marvel

the Spider-man of Earth 65, and the history of Earth 610 has been created by Exile037.

* * *

Ultimate Aeon: Origins Reboot

Chapter 13: Incursion

The Incursions, universal events of destruction that first begin when two planets begin to crash towards one another. The destruction of both Earths, thus causes the destruction of both realities. On the origin site of Earth 1610, the Triskelion stands rebuilt by of all people Reed Richards. Whilst in other worlds he is its greatest scientist and hero, in this world he wiped away all his good achievements when he took the name 'the Maker'. Since then, Richards has spent thousands of years within pocket dimensions, building his cities and tomorrow people, his version of societies, some identical, others radically different. The Maker returned to his original Earth, not with the intention of saving it, but observing how it's supposed heroes will react, how they will save their world.

'Especially when they discover that the Earth they have to destroy, has no heroes on it, at least none that are at a level that can defy us,' Maker grinned as he watched Nicholas Fury.

Fury was always eager to blow things up, his Avengers team were cold blooded killers, he jumped the gun when Thor and Rogers were accused of being traitors. Then there was the infamous incident with the Squadron Supreme's universe. Rather than covert investigation, Nick led the heroes into a full blown war. Reed never liked Fury, the man was arrogant and above all self-involved. He thought he and he alone had the right to keep the world safe.

'Cool, suave Nick Fury, one moment he's the tough guy who makes the hard decision, the next he's the shoulder to cry on, either he's bipolar, or he's psychotic, and from me that's saying something,' Reed chuckled inwardly.

As usual, Hawkeye had answered Nick's call to arms, he had always been Fury's glorified yes man. Reed tapped his wrist, signifying a watch. Fury cut the chatter in the room and turned to the assembled superhumans. There were no famous faces or colourful costumes, just the blue and white uniforms of enhanced S.H.I.E.L.D. agents. Every man and woman in the room was military and enhanced with a scaled down version of Captain America's super soldier serum, and provided another scaled down (and much safer) version of Captain Britain's power suit. All stopped their conversations and looked to Fury, whom stood as usual in his black turtleneck, trousers, boots and leather coat.

"There's no easy way to say this, but it has to be said, in three hours, another Earth is going to crash into ours. Worst case scenario if it collides? Both universes will be destroyed, but we have a means to prevent that, but again it's a worst case scenario folks. Cap and Thor are gone, Stark's unaccounted for, we can't rely on the mutants, and this is way over those kid Ultimates's heads. We're going to drill a device into that planet's core and detonate it, the chain reaction will destroy that world," Fury explained.

He closed his eye and listened to the murmurs being exchanged around the room. Most were hesitant of course, and of course a few were angry. This wasn't a military campaign, it was global genocide, sneak into the opposing encampment, drop a bomb there and then watch it go off.

"Fury," a voice said at the front of the crowd.

Nick opened his eye, looking into Phil Coulson's. The man, usually calm and reserved, had a look that matched Nick's name.

"Tell me, who pulls the trigger? Who lives with the consequences? Who is held accountable for this?" he asked.

"Morally speaking, no one in this room but me should feel guilty, it's my call to make, I'll push the button," Fury said.

"Except it's not that simple, we are talking about..."

"We're talking about fulfilling S.H.I.E.L.D's mission, this is what we are meant to do, protect the world!"

"Which we're not doing, we're still going to destroy Earth, we're still going to destroy trillions of people," Coulson said.

"Mathematically speaking we are trying to save all of existence, if both worlds collide then..."

"You shut up," Phil interrupted Reed, actually shocking the man. "You thought the best way to save the world was by murdering your family, and killing billions of people, so don't you dare try to tell us how to protect worlds. No Fury, this is wrong, you getting to walk away after all this is wrong, I would ask you if you would turn yourself in after this, if you would finally take responsibility for your failures as a director, failures that bought the Liberators down on us, failures that created the Red Skull, failures that caused the registration act and the death of Peter Parker, will you finally turn yourself in, will you finally stop fighting and face up to your sins? But I know you Fury, I know the kind of man you are, you'd just lie to me, like you lie to everyone!"

"I don't lie to everyone, here's some truth right now, I need bodies to pull this off, but you don't all have to get involved. If you want, you can go back to your families and be with them, I won't stop you. Me however, I'd rather die on my feet," Fury explained.

Phil narrowed his eyes at Fury, then began walking through the crowd.

"Don't any of you wear these symbols if you stay, BECAUSE YOU'RE NOT S.H.I.E.L.D!" he yelled.

The agents and soldiers again muttered amongst themselves. Fury saw many of them begin to walk towards the exits. A few in particular caught his eye, Melinda May, she was the first to go in Phil's direction. The two had always been close, though it was one of the few relationships Fury knew had no romantic connection. Phil and May were the best of friends, they balanced one another, Phil with his analytical mind yet good heart, May with her intense physical drive and ability to compartmentalise. Yet she never went against Phil, and always backed up his calls. In a way they were in love, willing to die for one another, and tear the world apart for one another's beliefs.

'Interesting,' Richards mused as he watched some of the agents leave, he had a feeling things were about to get interesting.

Coulson looked at his S.H.I.E.L.D. badge and threw it against the wall of his office. When May stepped in, she picked the badge up and looked at Phil with a raised eyebrow, expecting an answer for his behaviour.

"I get it, right now there is no other option for him, because he hasn't tried to find other options, the Future foundation might know a way, the mutants, hell somewhere out there, there are beings beyond our world we could try to get to protect it, some of the Asgardians are unaccounted for, the liberated city, Amora or Hela...anything must be better than this," Phil explained.

The anger was gone, just regret over what the agency Coulson had given everything for had become.

"For all we know, this Earth we're blowing up could be a worse place than ours," May said.

Her statement made Phil laugh, he found a sort of irony in that. He thought of Captain America, the man he first thought of as a hero, only he was just a violent and ignorant man who would always fight first. Then there were the Ultimates, people who created their own villains, they didn't protect people, they just protected themselves and even fought each other. The Fantastic Four had been only a fleeting view of a perfect team, once Ultimatum happened their bonds all fell apart. Susan Storm was unwilling to accept that Reed had to save the world, his affections mattered more to her than the world she lived in. Reed felt that the world needed a firmer hand, he took the idea of compromise to new levels, in some ways becoming worse than Dr Doom and Magneto. Then there were the X-men, Charles Xavier's foot soldiers, he was moving towards the ideal view of the X-men, mutant heroes who would protect a world that hated and feared them. But then he died, and every single X-man simply abandoned the world and the dream Xavier failed to inspire them with.

"Yeah, but then what if it isn't?" Phil asked.

At that point, men and women Phil trusted more than anyone joined him. Though they had not yet fully given him their loyalty, he trusted them enough with a plan. Leo Fitz and Gemma Simmons, both young scientists with intelligence that put them on par with Tony Stark. Lance Hunter and Barbara 'Bobbi' Morse, partners, lovers and agents that immersed themselves in that dark world without breaking. Then there was Alphonso Mackenzie, or Mack as everyone called him. A mechanic and a strong brawler with a big heart.

"I've gone over the data, the future foundation might know more, or they might know less, but at this point, and in this timeframe sir...I don't think it could be stopped," Gemma explained.

"I can't believe we're actually going to do it, destroy an entire planet, how could Richards do it?" Fitz asked.

"Not to be funny mate, but I think it was pretty much confirmed where Richards's marbles where when he faked his death by killing his family, it doesn't matter whether you're a secret agent or the saviour of the world, sane people don't do that," Lance explained.

"The question is what are we going to do?" Mack asked.

"We can't do anything, if we stop them then the Earth is doomed, as horrible as it is, they've chosen the best solution," Bobbi said.

"Have they? Is there another way?" May asked Fitz and Simmons.

"Well, if we had more time we could've created a cosmic cube from the data A.I.M. has," Gemma said.

"Or a mass evacuation, like putting a select number of people on an Ark and putting it into a dimension like the negative zone, the Squadron Supreme's universe, maybe even the space Asgard used to occupy, then we blow up our Earth, another horrible solution," Fitz explained.

"Or maybe Rogue, that X-woman, she could absorb a loud of powers and probably push back the other Earth, back beyond the Incursion point."

"That's assuming something like that could be done, in fact, we don't know whether the other Earth could be blown up. Maybe the heat from the core will automatically melt the bomb, or the detonation signal will be disrupted."

"Fitz I'm sure Richards was smart, and insane enough to actually test his anti matter bombs before composing a plan like that."

"The point I'm trying to make Gemma is that something is clearly drawing the planets together, the dimensional barriers break down, thus the two Earths occupy the same space, but then the gravity wells of both Earths draw them together."

"Ah I see, so there exists two possibilities, Rogue pushed the other Earth back into its own universe or she pushes it out of the gravity well, thus causing this planet to veer uncontrollably through our solar system before colliding with another planet."

"Or crashing into the sun depending on where in our orbit the other Earth appears Gemma!"

"Enough science talk you too, I think it's pretty clear we're screwed either way," Lance said.

"Beyond blowing up the Earth," Phil muttered.

"What's wrong Coulson?"

"Everything, everything is wrong about this, it's not a natural phenomenon, it's an attack, against both Earths. We're being forced to make this impossible decision, except on this Earth, we've always made decisions like that easily, always turned to the darker path, the path that leads to the most blood. Well I've put up with this my entire career, I've put up with all the failures, all the death, the question I asked before, what if that world isn't worse than ours? I've found the answer, by destroying that Earth, not only will we have crossed the ultimate line, but we'll be robbing that universe of a place where its greatest heroes were born, robbing it of a world of marvels who won't repeat the mistakes we've made!"

"By saving this Earth, by ensuring it survives, then we'll be creating a new world. A Marvellous world where the original Spider-man still lives and swings, and saves lives on a regular basis, where Captain America, Iron man and Thor stand as icons, inspiring generations of super hero teams, where the X-men fight to protect a world that hates and fears them, and slowly draws that fear out of our society. A world where new heroes fight, die and rise again, achieving the impossible through incredible power and amazing determination. But above all, a world where this means something," Coulson pointed at the S.H.I.E.L.D. badge. "A world where shield is the shield, the organisation it was meant to be!"

His team mates remained silent, most torn between the dream he spoke of, and the horrible reality they were facing. One however knew the path they needed to take.

"I'm in Coulson, but we'd better have a plan before we do anything," May said.

"Bloody hell, they're insane for doing this, and we're insane for wanting to stop it," Lance muttered.

"Does this mean you're in?" Bobbi asked.

"Only cause you're in, cause I felt we knew each other well enough to know that neither would stand for this sort of thing!"

"This isn't the S.H.I.E.L.D. I signed up for, I'm in," Mack said.

"What about you guys Fitzsimmons?" Phil asked, looking to the two scientists.

"Let me see if we have this right, you want us to think of a solution that Reed Richards, one of the smartest minds on the planet couldn't?" Fitz asked.

"Actually that's assuming he kept looking for solutions beyond blowing the planet up, I think Agent Coulson is implying he has faith that we can actually outsmart Richards, that we're smarter than him," Gemma explained.

"Are you in or not?" May asked impatiently.

"For a chance to outsmart Reed Richards?"

"Definitely," both scientists smiled.

"I'm glad you all agreed to fight!"

The agents of S.H.I.E.L.D. swung their heads around, looking to the doorway. Outside of the office, in the waiting area was Iron man. But also Machine man, Doctor Doom, Invisible Woman, Ben Grimm and the Human Torch. The Future Foundation however was not alone, they had bought with them Miles Morales and the All New Ultimates, and gathered the remaining active mutants, Storm, Rogue, Iceman, Colossus and Jimmy Hudson.

"That means we're not alone, and our army of allies is growing," Tony said.

"Army?" Phil and May looked at the man in confusion.

"Oh yeah," Tony grinned, "We've got allies from 'out of town'," he said.

* * *

Earth 610

S.H.I.E.L.D. director Phil Coulson looked at the people in his office with raised eyebrows. Not over the implications of the story they told, they had faced interaction with other universes when another Thanos invaded them. What overwhelmed Phil was the stakes. Ezekiel and the Cassandra Web of the source Earth told him the story, and the new Spider-man Terry Komori spoke of Ezekiel's character, whilst the original Spider-man, Peter Parker, the red and gold clad Scarlet Spider, confirmed the events of the Spider-verse incident.

"Ezekiel and I have our...differences, but if he says things are about to get bad, then I believe him," Terry said.

"The web of life that binds our worlds together, that keeps our world existing, it'll break, meaning the end of our timeline," Ezekiel said.

"I don't know whether we should put all of our stock on a magical web keeping us all together, what I do know is that somewhere out there, an Earth very similar to ours is facing a war on multiple fronts. On one side we have Galactus and the swarm, on another we have a literal collision of worlds, and a madman with power over reality, who has created all of these incidents, and doesn't care if he wipes out all of reality. It will not stand!"

"Then you'll help?" Cassandra asked.

"Time to assemble at dawn, anyone who will answer the call will go with you," Phil said as he pushed a button on his desk.

It released a signal, triggering the communication devices of the Avengers. Aeron Thorton, the new Captain America walked out of the army barracks, strapping the shield of his predecessor to his back. He climbed onto his motorcycle, strapping on his helmet and revving the engine. Clad in his red and white outfit, Sam Wilson, the Falcon was already flying over head. At a road side diner, a seemingly ordinary brown haired man ate a slice of apple pie. When Mark Milton's Avengers communicator went off, he rushed out of the diner so fast, it seemed as if he hadn't even been there. Whilst in the air, he emerged from the clouds clad in his uniform, a black suit with a gold H on the chest. One of the last survivors of Earth 31916 vowed he would not let what happened to his Earth happen to another. In a New York apartment, another of 31916's survivors climbed out of her bed. The dark haired Amazon looked at her lover's withered body with regret. When she saw her communicator beep, clothes began to appear on her body, a blue sleeveless coat with gold on the neck and running down the chest, a pair of gold gauntlets with blue sleeves ending at gold bands on her elbows and a gold crown around her head. She left the apartment leaving no evidence of her being there, just the dead young man whose strength she would use to protect her new home.

Far across the world, others answered the call, Jimmy Hudson put on his yellow and black cowl and climbed onto a motor bike. He was joined on the road by the mute Black Panther, former Hawk-Owl Jack Danner, now going by the name Midnight Owl and Harry Osborn, standing on his glider and wearing goblin armour based on the American flag. On the shores of England, Thor Odinson carried his axe like hammer, then raised his hand. He summoned his true asgardian hammer Mjolnir, and plates of Stark tech armour and Asgardian male that covered his body. From the Baxter Building came the Future Foundation, Invisible Woman and Iron man, but also the Vision, the android messenger transferred to a cloned body of the first Black Widow, and Janet Van Dyne, the former Wasp, transferred to a metallic android body known as Jocasta. The freed spirit of vengeance, Johnny Blaze the Ghost Rider joined Wolverine's biker group, which was soon joined by Captain America and Falcon.

Again in New York, a jet emerged from a pool at the sight of old Ultimate's mansion. Inside that jet were the members of the Avengers unity division. The clone of Peter Parker, Jessica Drew, sat in the piloting seat, wearing her original uniform, but the mask was redesigned to expose her mouth. Beside her sat Johnny Storm, the human torch, wearing a yellow and black outfit. Behind them was Kenny McFarlane, the new Juggernaut wearing an armoured black suit and his predecessors helmet. Kitty Pryde, AKA Shadowcat wore a white, long sleeved version of the cat outfit she wore, with a mask that covered her face and white lenses over her eyes. They were joined in the sky by a Fantasticar, piloted by Ben Grimm. The Thing wore a baggy black and orange suit, the top part of the suit was rolled up to his waist, leaving a black and orange vest to cover his chest. Flying beside him were his other New Warriors team mates, Abner Jenkins Mach IV and Songbird. Marc Spector, the Moon Knight also joined in his own plane, taking with him Iron Fist and Shang-Chi, both of whom wore green and red suits respectively. Walking alongside the plane was the gigantic Atlas, with the former thief the Talon sitting on his shoulder.

There was only one word to describe how Aaron felt about these heroes he saw, and it described what he was doing to. Marvels, they were each and every one of them Marvels. In all his long and miserable years, Aaron never thought he would see a world where heroes like this existed. But what caught his eyes most of all was her, the Talon. She looked so much like her mother, but obviously with some of Aaron's racial traits. He still couldn't believe his eyes, she was using some of his equipment, even wore a mask less, and more padded version of his Prowler outfit. Cheyenne Tate, his illegitimate daughter, the daughter he never really cared for was right in front of him, a near grown woman, and a hero at that. He saw her speak with the two Spider-men, and saw her eyes widen as they pointed at him.

'Here we go,' Aaron thought as he removed his mask.

Cheyenne pulled her fist back, and slammed it across his face.

"I'd call you a son of a bitch, but that would be insulting grandma, who was more than you deserved," Cheyenne said.

"You're right about that," Aaron muttered.

"Of all the people who could have become Spider-man in your universe, it had to be you!"

"I told myself that every day," he said.

"Put that mask on, Terry, don't wait for us, I need to show this bastard something," Talon said, grabbing Aaron's hand and leading him to the ledge. "Follow me," she fired her grappling hook and swung off of the roof.

Aaron put his mask on and fired a web line, following his daughter. She was going to show him something that very well might save his world.

* * *

Earth 65

Jason Doyle sat on the rooftop of the warehouse he and his girlfriend had organised meeting at. He could already see her in the distance, swinging towards the place. The only one to answer her call was riding a motorcycle on the streets. Gwen landed on the roof, pulling her mask off to reveal her frustrated expression.

"No, Van Dyne said no, I thought the woman would have gotten bored of fashion and have gone back to super hero work by now," she said.

"Well, it's not for everyone, I see he at least came to help," Jason smiled.

"Not just him," Gwen smirked, point at the sky.

A woman in gold and red armour suddenly landed on the rooftop. The face plate opened, revealing Pepper Potts-Stark, wife and armoured bodyguard of billionaire inventor Tony Stark.

"Anyone else answer the call?" she asked.

"They're all down below, WHAT THE HELL!" Jason yelled as the building shook.

The three put on their masks and came down to the warehouse. There, a hippie with a union jack on his shirt, stood behind Samantha Wilson, AKA Captain America, the pair tried to hold back the Hulk and Wolverine respectively. Rick Jones was the white skinned Hulk, the angrier he got, the more power he could draw from the quantum field. Wolverine was a blue furred man with bone claws coming out of his wrists.

"Stand down soldier," Samantha ordered Wolverine.

"Hell no Cap, I have unfinished business with this guy," Wolverine snarled.

"Well this is a disaster," a brown haired girl said.

She was Darcy Lewis, the Thor of Earth-65. Dressed in an open red coat with a black chest plate underneath it, the plate had six white circles on it. Darcy also wore black trousers with silver greaves, bands on her arms and black gloves. Beside her stood Deadpool, the merc with a mouth, clad in his usual (in this world) orange and blue suit.

"Hey, peace out mates, this isn't the time to fight," the hippie Captain Britain Giles Weill said.

"This is why we don't team up with heroes often," Jason rubbed his forehead and sighed.

"Enough!" the new arrival said.

He got off of his bike, the ethereal glow across his body fading as he approached the heroes. He was wearing a black coat and suit. White and red plates covered his chest, knees, feet and elbows. Covering his face was a red and white helmet with edges on the back that pointed outwards. The red lenses on the mask glowed as he nodded his head at Darcy.

"If Earth 1610 dies, then it'll be the beginning of our world's destruction too, which is why it's imperative that we stop the Incursion," the armoured biker said.

"We bought this team together, but we'll follow your lead Aeon," Jason said, patting the man's shoulder.

* * *

Earth 1610

Nick Fury walked in the underground caverns of the Triskelion, caverns even Richards had no real knowledge of. There were secrets in this place the director felt needed to be locked away. He had spent a long career bringing together alien artefacts and weapons from other worlds. People never understood his point of view, how some things needed to be done. No matter how cruel or risky his decisions were, they were always made for the greater good. Nick regretted few things, with Peter Parker alive again, he had nothing left to regret. Stopping at the vault, Fury began to release the locks. It began with his retina, both his active eye and his scarred one. Then came the blood analysis, poking his hand into the machine, Nick winced as it drew his blood. He placed both hands on the palm readers and put his mouth to the speaker.

"Access code:6/7-97+27, Password: Assemble at dawn. Identity confirmation: Nicholas Joseph Fury, United states army general, director of S.H.I.E.L.D. Howling commando founder, murderer and lonely man!"

In truth, Nick was not a proud man. He had been forced down this life, the day he was turned into the first super soldier. He and many other African American soldiers, volunteers, war criminals, even random people that had been picked by the SSR, had been experimented upon and transformed. His strength had been enhanced, stamina, even the very chemistry of his brain. A scientist theorised that Fury's brain was different, thus his ability to process decisions and emotions was different. The truth was something simpler, Fury had seen too much. He outlived anyone he had loved in his life. Monica Chang hadn't been his first wife, but she was the last. Even her death didn't faze him, because he had seen it happen one too many times.

'I've seen firsthand, that hope is not enough, sacrifices are sometimes necessary,' Fury thought as he stepped into the vault.

He had recovered a great many things. Dressing out of his usual garbs, he began putting on a new uniform. In a fairer world, he would have become Captain America instead of Steve Rogers. Instead he was made an agent of the US government and rejected the offer to replace Rogers when it was given. His blue suit bore white stars on his chest and shoulders, a symbol of just one part of his allegiance. A harness attached itself to his body, granting him control of a number of weapons, the Tactigon was an alien weapon that had been found in Mexico.

'Sometimes you must use any means necessary,' Fury picked up Captain America's shield, recovered from Storm's grasp.

Then he looked to the other possessions. Five cryo tubes contained the first group of Ultimates Fury had tried to assemble. Tigra, Quake, Wonder Man, Black Knight, Vision and Vision. But they were not alone, Fury had collected other individuals of power, there was no line he wasn't willing to cross. Pym had composed a means to resurrect Janet Van Dyne, instead Fury had used it to turn Swarm of the liberators into the Red Wasp. But he didn't stop there, the cybernetics program would be used to repair the bodies of Abomination, Crimson Dynamo, the Schizoid man, even Perun and Hurricane were able to be resurrected through the Jocasta project. The Liberator's leader however was dissected by Doctor Branklin and used to make the super soldier serum and uniforms that enhanced Fury's assembled agents. Fury removed his eye patch and pulled out his scarred eye.

'Personal pain, endure it for the greater good,' he thought, inserting a new red eye into his socket.

It had been taken from one of the Watchers and granted him an absolute awareness of his surroundings. He gained the cosmic awareness and clarity the Watchers had. With that clarity came an awareness of his own weaknesses, and the monstrous things he had done. The Jocasta project could also be applied to control the minds of others. With that in mind, when the Defenders had been captured by the Ultimates, Fury applied that to them. The Defenders and the West Coast Ultimates were activated like machines. But inside they were still human. Fury continued using the things others would have abandoned, Ultron may have been insane, but he built very close copies of the Ultimates. So in a way, Wasp, Giant-man, Captain America and Thor had been resurrected.

'You must be willing to sacrifice anything, even your soul!'

There had been many others like him, changed men, men whom could be considered super soldiers. Over the years, Nick found them, those whom abandoned their country, those whom hid in the shadows, even those whom tried to live their lives. To appease their families, he had robots called Life Model Decoys created, they would replace these men he captured. But the real super soldiers, the men Nick suffered with, they still suffered, they still became lab rats. These men, a legion of super soldiers, enhanced with cybernetics and alien tech, had been named the Deathlok brigade.

'Even your soul,' Nick thought as he stabbed his wrist.

Blood poured onto runes written on the ground. The carvings began to glow and the Triskelion disappeared. Nick looked upon the fiery realm of a place that had inspired the stories of hell. But the Watcher's eye revealed the truth to him, the very appearance of this place was influenced by his own beliefs. He believed there was a devil, thus the red and white haired Mephisto filled that role. The man walked through the flames, stopping in front of Fury. A shadow appeared over both of them, Mephisto smirked as Nick looked up with a frown.

"She always likes to make an entrance," Mephisto said.

She appeared in Nick's eyes as a gigantic white skinned woman, clad in black and red robes. She was Hela, the Asgardian mistress of death.

"Tell me Fury, why have you linked both our realms together? What do you think you can offer, that can satisfy us both?" she asked.

'Be willing to sacrifice anything, even your soul, even your world,' Fury thought as he bowed to both devils.

* * *

Earth 982

"So that's basically what's happening, I need help to stop this impossible event," Spider-Woman explained.

She swung with the newest addition of her family. On Earth 3145, it had been Ben Parker who was bitten by a radioactive spider, and thus became the Spider-man of his world. After the battle with the Inheritors, Ben stayed on May's Earth permanently. The spider-people swung to an old warehouse, where other heroes of May's generation waited. She had successfully gathered J2, the son of the Juggernaut, Darkdevil, the son of the first Scarlet Spider, and Wild Thing, daughter of Wolverine.

"I know Nick Fury's a military man, the kind who will make tough decisions, but actually destroying a planet, unbelievable," Ben muttered.

"Is it really any different from what we'd do under the circumstances?" Darkdevil asked.

"Let's not think about it, I'd rather focus on getting there as soon as possible so we can stop him," May said.

"One thing though Spider-woman, not all of the web warriors have super hero teams on their Earths, who are they bringing?" Ben asked.

Underneath the mask, Mayday Parker smirked.

* * *

Earth 161

"So, technically you're this world's Iron man?" Paviitar asked the local Spider-man.

"No, Tony Stark is still Iron man in this world, I just own a company," said Spider-man.

"And you pose as your own bodyguard...that sounds pretty shocking Iron man to me," the Spider-man of the year 2099, Miguel O'Hara said.

Spider-man Noir huffed, squashed between Lady Spider and Spider-man of the Mangaverse. The growing spider army was driving around in this world's spider-mobile. Unlike the previous jeep version, the new one was a transforming mecha. The Spider-mobile drove up the Parker industries building. This Spider-man, sported a costume that wasn't simple cloth, and sporting a glowing green spider on the chest, and glowing lenses on the mask.

"I get it, the heroes of our Earth would only be cannon fodder, so we've been sent to put an army of spiders together, but why of all people," Noir shook his head as he looked at the Spider-man sitting between Paviitar and Miguel. "Why did we have to get stuck with..."

_"Pause there, in case you haven't noticed, Spider-man of the world where everything is black and white has a problem with me. Which is completely unreasonable because I'm the Ultimate Spider-man. One minute I'm training with my team mates White Tiger, Power man, Nova and Iron Fist, the next I've got Spider-man India picking me up. We take a stop off at a world that is pretty much our equivalent of DC comics Gotham by Gaslight universe, there we picked up Lady Spider, who is totally hitting it off with Miguel."_

"You see, if he does that in the middle of a fight, he's going to get someone killed," Noir Spider-man said.

"God, he and I are close to the same age and yet I'm still more mature," another Spider-man said.

_"The Spectacular Spider-man is just jealous that he's got a bigger head than everyone in the car!"_

"Please stop that!"

_"Spider-man TAS as I like to call him, I don't know why we bought him along, I mean he gets more respect than me and Spectacular, it's like he's the cartoon series that aired before us, and everybody misses him and hates on the new shows. But his adventures aren't even that exciting, guy only threw one or two punches."_

"PLEASE STOP TALKING!" all of the spiders yelled.

The Spider mobile and its selection of spiders jumped above the PI building, and straight into a portal to another Earth. Unknown to them, a young man had watched their departure with particular interest. Edward Forrester turned his back to the building, lifting his black hoodie off to reveal his ginger hair and freckles. An armoured man suddenly appeared out of the floor, as if Ed's shadow was a portal to another world. The man's armour was red and white, his helmet was based on a knight's visor.

_**"Looks like things are getting serious in the Multiverse, could be another Incursion," **_the armoured man said.

"I know Nevs, these guys don't have the knowledge on them that we do, can you take us to where they're going?" Ed asked.

_**"Definitely, you just need to change into Aeon!"**_

Ed nodded his head and put his hands over his belt buckle. Light shined out of the buckle, illuminating Ed's body, and charging it with power. Blue armour covered his arms and legs, with the palms and soles covered in white armour. A white chest plate took form around his upper body, the shoulder pads stretched out like a pair of wings. A white and blue helmet then appeared around Ed's face, with a pair of red eye lenses glowing on it.

_**"Nevs!" **_Ed clicked his fingers.

His other worldly companion nodded his head. The armoured man jumped, shrinking and folding together like a box. He turned into a red and white sword, the hilt of which was shaped like a cross and had a kanji symbol for heroism on it. Ed caught the sword and swung it downwards, creating a split in the air, a split that became a portal into the Multiverse.

_**"Don't worry web warriors, you're not alone, Aeon's coming to help!"**_

* * *

Earth 616

"So that's what I've been trying to say, there's a crisis about to happen in another world, and it may be too big for us to handle," Anya Corazon, the Spider-girl of that universe stood in front of her team mates.

Or at least those of her team that were available.

"I missed out on this Inheritors thing before, I think I'll need to make up for the absence," the Scarlet Spider, Patrick said.

"We're in," said Wind Dancer, Sofia Mantega, she spoke for her X-men and New Warriors team mates, Wondra, X-23, Chamber, Blackwing, Tempest, Rockslide and Hellion.

"If Patrick's going we go too, besides if there's going to be mass evacuations I can help," said Vance Astrovik, AKA Justice.

His former New Warriors team mates, Firestar and Speedball both nodded their heads. Beside them, the Initiative survivors, Hardball, Komodo and Gravity also volunteered.

"Give me one of those dimensional porters Anya," a voice said in the shadows.

Anya turned to the leader of the junior Avengers/black ops team. He was a young dark haired man, dressed in a pitch black bodysuit with red lights on the finger tips, back and chest.

"Virgil, shouldn't someone stay to manage the mission?" Justice asked.

"You guys are going to need more help than what we can afford to take right now, this is too big for us, but in the mean time you guys should go and help where you can. I'll take this to the main Avengers team and see what help they can grant us," Virgil explained.

"Virgil, there's just one more thing, on this Earth that's going to be destroyed, they're trying to create an Aeon, on this Earth he raised your brother, now he's your teacher, if there's anyone who could find the person on Earth 1610 who can become Aeon, it's your teacher, will you find him too?" Anya asked.

"Get going," Virgil remained silent, walking out of the room, and taking the spare dimensional porter with him.

* * *

Earth 001-Loomworld

Rio Morales stood facing Karn, the Master Weaver.

"Should I not go to my Earth and ask for help there?" she asked. "Or do you wish me to find Adriana's army?"

"No Arachne, your brother in law is preparing for a war, whilst events in the possible future may make it necessary, it is not essential. What is needed is a means to reverse the Incursion, and to above all restore the balance of a world where light and dark has been separated," Karn explained.

"Could the return of Aeon be what Earth 1610 needs?" Rio asked.

"Perhaps, I am not so certain, I cannot see Sven Reilly within the darkness, I fear that he has fallen. In that case I fear someone else may have to take up the mantle."

"Mustn't Aeon always be Sven Reilly?"

"Not necessarily, just as there can be other men or women to take on identities on other Earths, the mantle of Aeon is no different. Edward Forrester, Henry Forbes, Katherine Reilly, Virgil and Siegfried Wallace, many people with different variations of the armour, and sometimes different abilities all together. Though I admit, a majority of Earth's do have a variant of Sven Reilly taking on the mantle, like the one on this Earth about to collide with 1610, he is Sven Reilly, but on this Earth he is but a child, and has blonde instead of red hair."

"Kind of like how a person can have a different appearance or even race on another Earth, I'm glad I've gotten used to alternate realities," Rio said.

"That's probably because you haven't spent much time on your Earth for a while," Karn said.

"I will go back, after this crisis is over, now what can I do?" she asked.

"Something strange is happening on other Earths, one moment there is a Sven Reilly on that world, the next he is gone. I believe someone may use the chaos of this crisis to eliminate the Sven Reilly of Earth 610."

"And you didn't tell Ezekiel?"

"Right now his and the focus of that world's Avengers should be on helping to avert the Incursion, besides, there is only a small percent chance that he will become Aeon!"

"If there is even a one percent chance, then we have to take it as an absolute!"

"...You got that quote from another Earth didn't you?"

"Oh please, like you're not hoping for a day you can quote him," Rio said.

"Let's not distract ourselves, there are two things I need from you Rio, first go to 610, find and protect their Sven Reilly if possible, but do it without the others knowing. If not possible then go to Earth 1610, not the dark part of that world where your brother in law came from, but the other side of the mirror, where all of the good is," Karn explained.

"Why?"

"For the reason I cannot sense that world's Sven Reilly, his body was destroyed, but his soul endured, and went into the body of his counterpart, in the opposite of Aaron's world, a world where everything that could have gone right on Earth 1610, did go right."

"A paradise realm," Rio gasped. "You want me to try and convince him, to part with that world, to help put his Earth back in the state it should be? But how, I would not want to part with a world where everything went right, what makes you think I'll be able to convince him to give it up?"

"I can only hope that you can Rio, because if Sven Reilly does not accept both the good and the bad, then I fear all that will be left for Earth 1610 is nothingness!"

Next Chapter 14: Reflections

* * *

Hope everyone enjoyed the chapter. As far as comic book deaths go, this resurrection was quick, Sven is alive but stuck in another world. Next time, he sees the moments of some of his counterparts.

Some designs and concepts seen in this chapter.

1610 Mephisto: Whilst never outwardly called it in the comics, 'the devil' or 'crossword man' seen in the Ultimate Avengers comics, considering his connection to Ghost Rider is without a doubt that world's Mephisto and will be referred to as such in future chapters and future stories. Nick's made a deal with both him and Hela, the results and consequences of which will be seen later.

Earth 65 Hulk: Rick Jones in this universe, though as a twist he doesn't have strength that increases with rage, he's a Captain Atom-Hulk, able to absorb and control multiple forms of energy, and basically a walking bomb.

Earth 65 Wolverine: He's Logan, but with blue fur like Beast, nuff said.

Earth 161: In my canon, this is the world we currently read about in the comics, after Secret Wars. Its a world where there are two Nick Fury's, Black Cat had a shift back to villainy that made no sense, Spider-man does iron man better than Iron man did it, Amadeus Hulk, mutants getting crapped on by the Inhumans, original X-men living in the present etc.

The web army: Spider-men of alternate dimensions, alongside the web warriors, we have Lady Spider, the Spectacular Spider-man, Ultimate Spider-man, Spider-man of the 90's animated series and many more.

Earth 616: The Earth followed in my struggle of the apprentice series.

Aeon Earth 161: In this Earth, Aeon is a boy called Edward Forrester. Aeon and associated characters are like the Tokusatsu heroes of Japan. Ed-Aeon is based on Kamen Rider Strike form, and is a reality hopper, making him somewhat like Kamen Rider Decade.

Aeon Earth 65: An Aeon who also isn't Sven Reilly, but his identity will be revealed later. Physically like the Kamen Rider Wizard, though not with a ring motif.

Earth 65 Captain Britain: A hippie Captain Britain called Brother Brit-man, who is actually a canon character seen in the old Captain Britain series. Alternate realities :)


	14. Chapter 14

Disclaimer: I don't own Marvel

This chapters probably a bit big, cause we're seeing a lot of Earths, some may be familiar.

* * *

Aeon across the Multiverse

Earth Designation 65

Jason Doyle had spent close to three years of his life in a bunker. At eighteen, he had in just a few days since leaving his bunker seen more blood and danger than he had in his life, he had even discovered the true meaning of heroism and courage. The spiders of the multiverse had all taught him something, he formed friendships with each of them, and a love with the Gwen Stacy and first Spider-woman of his universe. Together, the pair fought gangs on the streets of New York, outran the police and attended the best concerts in the city. They weren't dates as such, considering Jason would have to watch Gwen play with her band. He wasn't even sure if his girlfriend had told her band mates about him.

"Thank you everyone, you've been great," Mary Jane, the bands lead singer spoke into the mike.

It was at that moment that both Gwen and Jason's spider senses blared. The wall of the studio suddenly collapsed, and the crowd erupted into panic. Gwen, having the best view on stage, looked to see what was going on. She spotted a hulking man walking out of the smoke, holding a girl by her red hair. Gwen immediately recognised her as the blue and white suited Marvel Girl, of the New Warriors. The giant holding her was an Avenger class threat, the Abomination. He was a gamma charged ex-special forces soldier, the transformation he had gone through gave him dark green skin and a reptilian face. The very sight of the man, reminded Gwen of a pure evil version of the Lizard. The Lizard was never a good memory for her.

"GET AWAY FROM HER BANNER!" a voice yelled behind Abomination.

A red energy blast slammed into Abomination's shoulder, causing him to stumble slightly. Abomination swung around, and threw Marvel Girl into the arms of her team mate. He was a brown haired boy her age, wearing a crimson red suit with a utility harness and yellow boots and gloves. What truly defined his look, was the yellow visor around his face, it left his mouth and hair exposed, and his eyes were covered by a pair of rubies.

"Scott," Marvel Girl whispered.

"You'll pay for that Banner, I swear YOU'LL PAY!" the boy yelled.

"How can you avenge her loss Sunfire? When you're too busy getting your arse kicked in by me?" someone suddenly slammed into Sunfire's back, knocking him to the floor.

He was a mutant crime boss by the name of Toad. Clad in a sharp white business suit, and with perfect clear skin, the only thing that made him resemble his namesake, was his agility and elongated tongue. Mortimer Toynbee however, hated being called Toad. As her band mates left the stage, Gwen took the opposite direction they did. Creeping into an alleyway, she began to unbutton her shirt.

"Wow, I thought we should at least get the customary dinner first," a voice said above her.

Jason hung by a web upside down, already dressed in his Spider-man outfit. Gwen pulled off her clothes, revealing her own Spider-woman uniform. She pulled her boyfriend into an upside down kiss, before pulling her mask down.

"That was..."

"We've got Abomination and Toad out there, two big Avengers level threats," Gwen said.

"I know Gwen, I just spotted the Atlantean Torch trying to incinerate Nova and Namor, Iron woman just got knocked through a building by Black Knight, and Thor is getting her ass handed to her by Radioactive-Titanium Whip-Dynamo (god that is a stupid name)"

"She may be a spoilt rich girl with too much armour, power, and a penchant for hiding her identity with racial stereotypes, but Dynamo is still an Avenger class threat, its times like these I wish the original team stayed together," Gwen explained.

She put on her hood, and swung with Spider-man into the fight. A sudden shockwave, knocked both of them to the floor. They crawled until they reached the mound of rubble, put together by the ring leader of the group. He was wearing a black mask, with a white skull mask over it, the lenses of the mask were yellow. The rest of his body was covered by a blue suit, with plates of white armour and padding on it. He carried a shield in one hand, a sword on the other, and had a bow and arrow strapped to his chest.

"Taskmaster," Spider-woman snarled.

"Spider-woman, I've always been interested in learning your moves, agility like yours would make it easier for me to avoid assassination attempts," Taskmaster said.

"I thought that's what I was around for beloved," the white clad Elektra said.

"You've heard of my right hand lady Miss Natchios haven't you Spider-woman? And that little bang that knocked you both off balance earlier? That was my new friend Nuke!"

The said super villain stepped forward, grinning as he looked down at the spider heroes.

"Quite a club you've bought together Taskmaster, couldn't you have just stayed in a clubhouse and debate whose costumes are better?" Jason asked.

"My Masters of Evil are more than just a little club like the Avengers were, we intend to change the world," Taskmaster said.

"I've heard that before," a voice said from the alleyway.

Taskmaster narrowed his eyes as a black haired teen walked out of the alleyway. He wore a pair of three quarter length cargo shorts, a blue T-shirt, with a black short sleeved shirt worn over it. The young man casually walked towards the Masters of Evil, even as some of the heroes were dropped onto the floor. He slowly raised his hand and lights began to shine in his hand and in front of his face. The light formed shapes, gradually shifting, and solidifying into a blade. It had a second handle, and the round hilt looked as if it had an engine built into it. He swung the curved blade around, literally splitting the air in front of him. Stepping into the tear, he emerged changed, covered in an armour that the heroes found familiar. The visor of his helmet gave off a blue light as floated off of the ground, a pair of batlike energy wings flapped to keep him up.

"Aeon," Gwen whispered the heroes name.

_**"Stand up heroes, stand up and fight," **_Aeon's voice echoed as he lunged forward, ready to turn the tide. _**"ASSEMBLE!"**_

One by one, the seemingly beaten heroes began to stand and fight back. They slowly begun to overpower the shocked and disorganised heroes.

**What am I seeing?**

* * *

Earth Designation 4290001

He floated in the Earth's orbit, a being of pure energy. This energy was a white colour, a pair of red slits formed eyes on its head, and red on top of his head, formed the outline of hair. Red electricity crackled around the energy as it looked up, its back to Earth. A sigh escaped from the construct, as it lowered its head. It, or rather he, was tired, he knew something was coming that was inevitable.

"No one calls for a saviour anymore," a voice said behind him.

He turned and looked upon three costumed individuals, three members of the Great Society. At the front, floating with his hands on his hips, proud and happy was the Sun God. A blonde haired man wearing a yellow suit with a blue cape, and a symbol that on his world stood for hope. He was the most powerful being on the planet, and a man who had helped save the world from impossible threats time and time again, without compromise. Next to him floated a brown haired woman, her face covered by a mask. The uniform she wore was yellow on the left and purple on the right, yet across the centre, from her face to her hips it was black, the blue circle on her chest contained a symbol that was similar to an hourglass. Silver bands were wrapped around her wrists and heels, and a barrier of light protected her body from the vacuum of space. She was Doctor Spectrum, wielder of a magic based jewel from the stars. Third was a man floating in a meditation position, the blue cloak and silver costume he wore, matched the silver helmet covering his face. He was the Norn, a youth whom possessed artefacts of magical origin, and the sorcerer supreme of that world.

"Our world, knows peace again Aeon, time after time we have protected Earth, just as we will continue to," Sun God said.

"Why not join us in the Great Society?" Doctor Spectrum asked.

Aeon was no longer Sven Reilly, he could no longer live the life of a human being. Connected to the spirit realm, he felt everything in every universe. Every new birth, every early death, every end, he felt both good and bad and had become a mere embodiment of power, not someone willing to stand or fight alongside humanity, no better than a Watcher.

"The Incursions will continue, I share your fear as well my friend," the Norn said. "I know you doubt us, doubt yourself, but if we do not stand strong, our world, perhaps all of reality will fall."

"I know we can save everyone Aeon, even without you standing beside us, we will continue to fight and stand for what is right," Sun God explained.

_**"Everything lives," **_Aeon said.

The three Society members looked at Aeon, taken aback by his sudden decision to talk.

_**"You will one day speak the words, everything lives, in opposition to the words another speaks, that everything dies. Indeed everything lives before it dies, and sometimes, people will find a way to overcome what is perceived as the inevitability of death. Whether it is a cancer patient going into remission, a soldier living through his tour, a disaster victim surviving a great struggle, a hero overcoming a villain, sometimes even death itself is overcome. Because death can be fought back, but it is a companion, one day everyone will embrace it."  
**_

_**"But what I see, what will come, they do not bring death out of inevitability, but for pleasure, or because they feel that there is no other way but to kill, no other way but to kill everything. Even the purest of ideals cannot endure against the will to live. This will to live is blinding, robbing people of their morality, causing them to do things they know they would not have done before. But even the guilt of it dies, even if one is punished for it, even if those events are erased, the sacrifice still occurred. "**_

He turned to Doctor Spectrum, giving her an uneasy feeling.

_**"I am sorry for what will happen, what you will be robbed of, and what you will become as a result," **_he said.

He turned away from the Society members and looked into the vastness of space.

_**"Remember, the will to survive can blind people. It can lead to a fever, a rage, a sense of powerlessness, which will turn good men cruel. Remember this!"**_

**Wait, are you talking to...me?**

_**"Sven, you mustn't give up, do not give up even when others do!"**_

**What's, happening?**

* * *

Earth Designation-1602

The man she loved was dead. Killed by something that was not of this world. Everyday Gwengela mourned the passing of her beloved Peter Parquagh. That mourning caused her to bury herself in the work of a Witch Hunter. She trained, hardened her heart, and lost her sense of purpose. Whilst the code of the Witch Hunter still remained, she had grown disenchanted with it, and the charge of her order. The Witch breeds, individuals whom wielded power they should not have, began to spread across the Empire. King James had passed, giving the throne to a man whom claimed was his illegitimate heir and offspring. The blind king Henry Gyrichan, was nothing but a pawn to his consort Roberta Kelly. But there was another behind the scenes, not a Witch Breed, but a purple skinned demon whom worshipped death itself.

Or so Gwengela's travelling companions claimed. A year had passed since the King's death, since the new King declared all Witch Breeds outlaws, to be executed on sight and cleansed with fire. Gwen had carried out her duty, to a degree, but when it became apparent to her that only the innocent were suffering, she left her order. She joined with those whom said they would avenge the deception of the empire, and protect the innocents.

The blonde haired beauty moved across the battlefield, no longer able to be considered mere girl. Her blonde hair had been coated with blood, matching what had now decorated her gold hilted sword. Like others of her order, she had the area around her eyes tattooed. The green ink on her face made some men fear her, but Gwengela was glad to have found companions who respected her. She rushed into battle alongside them, fighting the royal approved, but corrupt Sentinel guard. Plunging her sword through a man's chest, she could not help but pause as a green skinned giant crushed several of the armoured guards with a single punch. Moving his lanky arms, he grabbed one man and tore him apart, spraying his blood across the floor.

Purple smoke popped from one part of the attacked village to another. Blades ripped at the throats of the guards. A blue furred man, whom some called an elf, whilst others called a devil, jumped and using his Witch bred power teleported from one point to another. A cross hung from his neck, and he held rapiers in both hands, and with the small and agile tail. After him came a man in full black armour, he beheaded two Sentinels, fighting without mercy, but uttering no battle cry.

When the battle was won, the village thanked them, housed them and restocked their equipment. The common people were in need of a hero, it had begun with Javier's gathered students. Then gradually, other Witch Breeds, and those whom claimed to be from other worlds entirely joined. The people called this band 'the Avengers Alliance', and for once, Gwengela was proud to be part of something. She walked through the tavern, accepting the pats and nods of respect from her comrades. Lord Stark was standing on the table, not holding a drink of ale, but still speaking of his achievements. The Witch Hunter paid him no heed and went outside.

For while Javier, Stark and Sir Richard Reed led the Alliance, claimed the rewards and brought new allies such as the Wakandan rebels of Africa into the fight, there was one man truly responsible for bringing the alliance together. He did no celebrate with the others though, nor did he move with Wagner amongst the dead, praying and burying them. Instead he sat alone on a hill, gazing up at the stars. He dressed in a grey clothes, with grey and red pads of armour. A shield leant against his back and he had stuck his sword into the ground. His red hair was like the blood they had spilt today, and when Gwengela looked at his skin, she saw markings glow red across it.

She walked closer to where the man sat, remembering their first meeting. Whilst others would have killed her, he forgave her, said he saw the good in her. None knew his name, they knew him only by an alias, Eon. To most in the Alliance, he was a friend, the one whom bonded with them, both through his powers and by simply sitting down with them, getting to know them. Even the empire acknowledged him as the true threat, sending the Hand after him time and again. He had a rival too, a scythe wielding knight whom knew him as a sworn enemy, yet strangely regarded him like one would a brother. But to Gwengela, he was the man who had changed her life, the man she wanted to know more than anything.

Without realising it he was in front of him, not knowing what she wanted to do before. But being in front of him now, her warrior spirit returned. She was not some star struck maiden whom had fallen for a fairytale. Peter would always hold a place in her heart, and she knew Eon regarded a dead woman as his soul mate. That did not mean they could not have others in their lives. Running her gloved hands through his hair, she caressed the scars on his face and knelt down. Her arms snaked around his neck, gold armour pushed against grey cloth. Without waiting for him to utter even one word, she grabbed his mouth with hers. Joy filled her soul as he wrapped his arm around her waist. The red markings glowed across his skin again, and the world changed.

* * *

It wasn't 1602, the world had moved on, time had moved on. A great nation had been built, a greater city too. The Witch Hunter became an ordinary woman, her hair tied in a ponytail, armour replaced by a pink top and beige jacket. She still shared a passionate kiss with a man who had changed her life.

Earth designation-SM1

A few years ago, Gwen recalled kissing Spider-man in this very spot, even wearing the same outfit. Though this one wasn't a brief and shallow upside down kiss, it was one of true passion. Her lover, a red haired man in beige cargos and a grey three quarter length sleeved shirt, had his arms wrapped around her waist. Gwen ran her hands down his arms, feeling the muscles he had toned from fights, caressing the bruise on his cheek and scar near his eye. She gripped the back of his head and deepened the kiss, appearing to dominate him. In a way she was, he was trusting her completely. When their lips finally separated, Gwen smiled.

"I see now, why I couldn't acknowledge you like we did Spider-man, if I'd gotten you on a stage, I would have told the world who you are simply by kissing you. I love you Sven!" she said before kissing his lips again.

Sven Reilly separated from the kiss, touching the side of Gwen's face.

"You've made everything easier Gwen, you weren't the only one who was upset that night," he said.

"You mean that night I had that bad date?" Gwen asked, remembering it fondly.

She'd been asked out by her tutor Peter Parker. Gwen had always found him cute, even during that time, when he's started wearing darker clothes and gave his hair that awful comb over. But alarm bells run when he'd taken her out to his ex's work place. Gwen admired Mary Jane, despite her critics she was a great actor, years later she'd proven it by becoming Hollywood's biggest star. Though that night, Peter acted completely differently from the goofy but nice guy she had gotten to know before. They danced, and he admitted it was to get MJ jealous, later, Gwen heard that Peter actually hit MJ.

She left that night and cried in one of the nearby alleyways. That happened to be the night Sven finished his shift at the diner he worked at. He showed genuine interest in her troubles, and even made Gwen laugh about them. She gave Sven her number and over the course of a few months they grew closer, Gwen's life even got more complicated when she became part of Sven's other life. Eventually they fell in love, and built a new life with one another. Sven moved on from shift work and formed a detective agency, Gwen graduated and became a school teacher.

Gwen even formed a friendship with Mary Jane, likewise Sven got on extremely well with Peter, who went back to being his old self. Although he became the victim of numerous jokes from Sven, regarding his 'emo' phase. When Peter and MJ moved to LA, Sven took over as New York's heroic protector. He stopped walking with Gwen and looked at his phone.

"The software Pete gave me for monitoring police scanners has a hit, a 616, incident involving a super powered being, Vulture, Shocker and Mysterio have teamed up to take the Spider-man museum charity proceedings," Sven explained.

"Peter never had any particular trouble with those three, go get em hero," Gwen smiled as she kissed Sven again.

He turned away and ran into a nearby alleyway. As his running speed began to increase, a new layer of clothes began to replace what he already had on. A navy biker suit appeared over his body, white armoured pads appeared on his knees, knuckles, the toes of his boots, and across his chest and back. A utility belt wrapped around his waist and a stream of energy began to wrap itself around his neck, solidifying into a red scarf. Then a liquid metal gushed out of Sven's mouth, wrapping around his head and creating a grey aerodynamic helmet. Jumping into the air, he rebounded between each building. He passed a billboard with a Daily Bugle headline on it.

"Hero Aeon seen with Fantastic Four!"

**Gwen Stacy, I love her...no I don't, she's just a kid...no we're the same age...damn it, what's happening?**

* * *

Earth Designation MCU

Phil Coulson kept his arms crossed as he looked over the operation. The command centre had become his favourite place of work over the past few weeks. Tracking down Hydra wasn't at the top of S.H.I.E.L.D's to do list, nor was even tracking new Inhumans. It had other responsibilities as well, including the protection, index and probable imprisonment of super powered beings. The team was first alerted of the chance of a new player on the board when known Hydra agents under watch began to appear dead. Even those who were high profile enough to have guards were taken out, every guard killed with a blade and merciless breaks of their bones.

Their attention was only truly drawn when members of the Slicing Talons were executed. A 'team' assembled by Calvin Zabo, the four individuals that made up the Slicing Talons were barely enhanced individuals. First to turn up dead was Wendell Levi, a hacker. He had been under CIA protection at the time, working off his sentence in a rehabilitation program. His safe house had been hit, most of his guards were knocked out but a couple were executed via beheading. Before he died however, Levi was forced to hack several files, most on known super criminal locations, people on the Index and even files on the Avengers. Phil still shivered as he recalled how Levi had been dispatched.

"Whilst most of the bodies we've seen have been killed instantly, Levi was cut in a way that he would have slowly bled to death, but still retained enough strength to move. There was a chance Levi could have been saved, but he bled out before help arrived," he remembered Simmons telling him.

After Levi came Karla Faye Gideon. She wasn't even a known threat anymore, just a woman with amputated finger tips, receiving care at a psyche ward. The executioner had come into the ward in the day time and proceeded to slash Karla's throat. Then he stopped off at several other rooms and killed the patients in them. The final death toll was at about forty five.

"The strange thing is, not all the deaths were from the violent patient's wing," Bobbi had told him, she and Hunter investigated the hospital killing.

"A few of the guards got killed too, and these were big guys, they said the guy was strong, but not superhumanly strong. Whoever this guy is, he's skilled enough to take down people twice his size, and a doctor apparently got brave enough to hit him with a knock out drug," Hunter explained.

Still, the killings continued. It wasn't until David Angar's body was found that the results came back from the needle.

"I tried to get DNA from it, but...it's strange...it's as if the person was half there and half not, like he was some kind of ghost, what I have found through a spectrographic analysis can only be described as mild radiation," again Simmons added her scientific know how to the investigation. "It matches the CCTV footage found of Angar's confrontation with the man, there was a brief moment when Angar used his scream, that his attacker turned into pure energy!"

Pure energy and then an instant later he was solid again, stabbing a sword through Angar's wide open mouth. Both physical and mental resistance to basic forms of knock out drugs. Agents with night light guns hadn't been able to dispatch him when he came for Francis Noche.

"Noche's restraints were cut, whoever he was, he wanted Noche to fight back," Fitz told him.

This was a man who wasn't going to stop. Not until he'd taken out all of his possible targets. So the team began to monitor Zabo's new alias. Project Tahiti had erased his memories, but what the man had done still remained. If this new player was looking for some kind of revenge, he would continue it with Zabo. Coulson had May, Bobbi and Mack put under cover, with Skye/Daisy and Lincoln in reserve. The trio would monitor Zabo's veterinary practice and if need be, extract him out of there.

"Guy without a pet's approaching the practice," Bobbi said, looking up from the magazine she was 'reading'.

May tapped the side of her glasses as she looked towards the young man. Instantly, a video feed of the person of interest appeared on the command screen. Phil narrowed his eyes slightly, recognising the red haired man.

"Slade Reilly," he said.

"As in the Slade Reilly who negotiated the release of the armstech hostages, the man who took out the Chimera corp without firing a shot," Fitz said.

"And caught the Scourge killer and exposed H.A.M.M.E.R," Simmons said.

Both of them talked like school children meeting their hero. Phil even remembered the man as a hero, though most in S.H.I.E.L.D. knew him by another reputation.

"The man who told Nick Fury to go fuck himself," Hunter said.

"It's not him," May whispered into her microphone.

"I know May, Slade had a son," Phil said.

"He's got something hidden underneath his jacket, I'm going in," May said.

Sven Reilly, there was a person that Phil didn't think he would hear from again, especially after the chances of joining S.H.I.E.L.D. got lower. May walked into the vets and gasped at what she saw.

"Well aren't you just a cute little thing, my god, I've never seen one like you, so tame, and affectionate," Dr Winslow, aka Calvin Zabo held a white furred ferret in his arms.

Sven Reilly stood with his hands in his pockets, smiling as the ferret nestled into Zabo's arms.

"I recovered her from a train station, hopefully you can find a better place for her Dr Winslow," Sven said.

"I don't know, she seems rather attached to you," Calvin chuckled as the ferret jumped onto Sven's shoulder.

"Well my work doesn't allow me to look after a pet, sorry little guy but you've got to go wherever Doctor Winslow here takes you," Sven said.

"Fantastic, now we'll need to find a name for you, maybe Raina, or Skye," Calvin said as he walked into his office with the ferret.

Sven smiled at the man, before turning to the entrance. He narrowed his eyes, dropping his smile and turning to May. She prepared for an attack, but he instead walked past her.

"Tell Coulson to get everyone out of here," he said.

"Coulson, someone new is approaching the vets office," Mack said.

May followed Sven out of the vets, watching him, and in turn showing the command centre where he was going. He was walking towards a blonde haired man with the kind of build they had been expecting. The man had a walk and a confidence about him that May recognised from fighters. He wore a black leather jacket and a pair of sunglasses, keeping his eyes completely obscured.

"Cade, stop this," Sven said, touching the man's shoulder.

The man 'Cade', struck Sven's wrist, backing him off slightly. He didn't look around, but smirked nonetheless.

"There are at least ten people in this area who I should kill, and none of them are S.H.I.E.L.D. agents. That doesn't mean I'm not going to hurt them if they get in my way Sven," he explained.

"I know, but I want us to avoid a fight, Dr Winslow isn't the man you think he is Cade," Sven said.

"Why? Because Coulson erased his memories, it doesn't erase the things he's done Sven, it doesn't erase the orphans he's left in his wake. It doesn't change the fact that to keep that bitch Jiaying alive he provided her with twenty living people to feed off of, and that's just the first quarter of the body count, he provided illegal medical care to criminals, who then went on to do the same thing that got them shot in the first place. There's two more people in there that are responsible for murder, a third guy beats up his kids and a woman in there actually caused her dog's broken leg!"

"Impossible," Simmons muttered.

She and the rest of the team had heard everything Cade had said.

"Director, I've got a result on him, Cade Hunter, he was in the army, served in the same unit Sven Reilly did, he's not on the index sir," Fitz said.

"Telepathy isn't possible anyway," Simmons added.

**I'm sure those guys just haven't seen it yet, unless the X-men don't exist in that world.**

"Don't, get, in the way!" Cade snarled as he touched the bridge of his glasses.

"I don't want to fight you Cade," Sven said.

"Then don't get in the way," Cade retorted.

"CADE STOP!"

Cade threw his glasses aside, revealing his glowing red eyes. He yelled as a black substance came out of his mouth, beginning to wrap around his body. The substance began to solidify, forming a grey suit and black pads of armour. Armour appeared on his chest and back, an armoured belt appeared around Cade's waist and gauntlets covered his wrists. Blades stuck out of his boots and then retracted and the black substance wrapped around his head, eventually solidifying into a helmet.

_**"If you're going to stop me, THEN TRY IT!" **_Cade's voice echoed as he yelled.

Sven lunged forward and slammed his fist Cade's helmet. The blow threw Cade back with a surge of energy. That energy then formed a red suit around Sven's body. Light then glowed over Sven's chest and shoulders, around his waist, feet and arms. The light became pads of grey armour, a grey helmet then finally covered Sven's head, with a knight's visor covering the area where his eyes would be. The Agents of S.H.I.E.L.D. looked at the two armoured warriors in shock. Deathblade summoned a weapon that was a fusion of lance and sword, twirling it over his head before aiming the lance end at his opponent. His rival, the hero Aeon created a surge of energy in his hand, energy that shifted and solidified, into a curved short sword.

**Cade and I, we're rivals?**

* * *

Earth Designation-Age of 3

Morgan Le Fey, queen of Britain and the ruler of Avalon and the European union. Hank Pym, creator and partner of Ultron, whom had fused with his creation and established the technological capital in New York, and based himself and his Phalanx collective on the moon. Apocalypse, the first mutant, emperor of a new Askani empire and the one who had enslaved the human population of the West Coast.

These three were the greatest threats on this Earth, ones that had established themselves as the ones who would destroy all concepts of freedom and democracy. Which was why Captain America and his Defenders were willing to go to Fortress X, beyond the force wall and ally themselves with Magneto's X-men. But Cade Hunter knew they could not beat them, the heroes would fall one by one. They didn't have a hero like Aeon, to turn the tide against this trinity of evil. Those were the best words he could use to describe the ones who had torn apart his best friend, a friend whose grave he visited. Alongside him, he saw the tombs of others whom had tried and failed, Lazlo, Rick, Jack, Virgil and Gabriel. Each one tried to take up the mantle, but had failed.

"You don't need to be Deathblade you know, the others made the mistake of thinking they could honour him," a voice said behind him.

Cade stood up, turning to the brown short-haired woman in front of him. To him, she was beautiful, and he couldn't look her in the eyes. There was too much love in them as she dropped the helmet she carried, instead moving her hands to cup Cade's cheeks.

"It wasn't your fault, if you couldn't have saved him, then no one could have, stop blaming yourself, stop burying yourself in this darkness and do something to bring more light into this world," the woman explained.

"I don't have any good in me Kate," Cade said.

"You're wrong, I felt it the first time you held me, the first time we kissed," Kate Reilly said.

**Wait a minute...Cade and my sister**

"The first time we made love."

**CADE! THERE ARE RULES ABOUT DATING YOUR FRIEND'S SISTER! **

Kate gripped the collar of Cade's shirt and bought her lips closer to his. Before she could kiss him however, he gripped her shoulders and pushed her aside.

"I'm sorry," he said.

"You don't love me then? Say it then, say that after Laura you could never love anyone, that you never loved me!"

**YOU SON OF A BITCH! YOU'RE BREAKING HER HEART**

"I will never say that," Cade retorted.

"I knew it, I knew you loved me, tell me, if I didn't lose them, if we did have children, would you have stayed?" Kate asked.

"No, I wouldn't have," Cade said.

He lowered his head and began to walk away. Kate's picked up her brother's helmet, the helmet of Aeon. If the man she loved wouldn't take up the mantle, then she would have to.

**Sis, you have the power too?**

* * *

An Earth on another Multiverse-its future

A brown haired youth looked at the helmet in front of him. His armour was red and grey, just like his mentors. He had tried to create his own legacy, going by the English translation of his name "Victory peace" but had failed. That's when he realised legacies didn't matter. To honour his mentor, he would take up the mantle of Aeon, even wearing the exact same costume. He put the helmet over his head and jumped off of the building he stood on, a building with a giant globe on top labelled "Daily Planet".

* * *

Earth 616

Sven Reilly's eyes shot open. He was at home, in his bed. Looking at the beautiful blonde haired woman beside him, Sven smiled. Soon, the main line up of Avengers would be going up into space. The Builders were waging war on a galactic scale, forcing the Skrull, Kree and Shiar to work together as a galactic council. All Earth had to offer was the Avengers, so Cap offered the most powerful members. Carol chose to spend her last night on Earth with him. They ate at a restaurant Sven could barely afford, watched one of her favourite movies, and spent the rest of the night making love. Walking into his bathroom, Sven looked at himself in the mirror. Red markings were glowing across his body.

"I saw it too," he said to himself. "Those worlds, those different versions of us, something terrible is going to happen, you need to wake up Sven!"

**What?**

"Wake up!"

* * *

Ultimate Aeon: Origins Reboot

Chapter 14: Reflections

Sven Reilly opened his eyes, and found the light. Instead of the darkness of space, he looked at the ceiling of a house. He leant forward, looking at his surroundings. He was of course in a bedroom, with brown wall paper and a blue carpet, the bed itself was odd in the fact that it was a double bed. Sven always recalled sleeping in a single bed, one more suited for a prison than a home. But this bed, it was comfy, had a metal frame and next to Sven was evidence that someone had been sleeping beside him. His eyes were then drawn to the bedside cabinet. As well as having a digital clock, reading 10:30, there was also a framed picture on it. It was a picture he never remembered taking with Faith. They were standing in front of a view of the White House, but that wasn't even the strangest thing. What really shocked him was the fact that she had a bulge on her chest, at the time the picture was taken, she had been four months pregnant.

"Why do I remember that?" he asked himself, shocked to find he was actually speaking.

He wasn't trapped in some kind of dream, or experiencing a vision. This was his reality, the fact that he was alive wasn't even a shock to him anymore. The memory of dying on the moon became a distant memory as he climbed out of bed. Something drew him to a room across from his, it was small, but images of super heroes were plastered across the walls, and numerous baby toys hung over a crib. Sven's hands shook as he touched the sides of the crib and looked down. There, sleeping peacefully was of course a baby. Sven saw the tufts of brown hair on his head, and the red and white pyjamas. A name suddenly came to him, as if he had known it for a long time, as if it was the most important thing in his life.

"Thane," he whispered that name as he reached into the crib.

The baby didn't cry, instead he accepted his father's embrace. Sven rubbed the child's head, a tear beginning to fall down his cheek. Thane, this child he held was named Thane, he was his son.

"Sven," he turned to the woman at the doorway.

There, standing as beautiful and as alive as he remembered, was Faith. She was dressed in yoga pants and a tank top, and looked at Sven in confusion.

"Are you crying?" she asked.

On her finger was a wedding band. She walked up to Sven and rubbed the tear off of his cheek, kissing the top of Thane's head.

"This is real," Sven said.

"Of course it's real, Sven what's wrong?" Faith asked.

She touched his cheek, and he smiled, adjusting his grip on Thane so he could curl his arm around Faith's waist.

"Nothing Faith, this is perfect," he said, kissing her forehead.

Faith smiled back and hugged her husband.

"Everything is perfect!"

* * *

Earth 610-four years before Spider-man first appears

He was struggling to breath underneath the rubble. His thirteen year old mind could barely comprehend what was happening and why. He, and everyone else knew it only as a 'great disaster'. A moment in time in which several locations on Earth faced destructive incidents, resulting in mass casualties. For the years to come, conspiracy theorists would form many reasons; aliens, mutants, terrorists, some even believed god himself had done something to cause the tragedy. Jason Cade Hunt would know it only as the time his life had changed. He didn't even try to call out for help, even as he heard voices above him.

"There's no one here Sven, damn it, there's no way anyone could have survived this!"

"Shut up, please, please god let someone be alive," the voice was filled with desperation.

When the rocks were lifted off of him, Cade looked through his bruised eye, up into the tearful grey eyes of a red haired man. He took his hand, lifting it to his face and smiled, closing his eyes and crying with joy.

"Thank god, I didn't think I'd find anyone, thank god," the man whispered.

When Cade recovered at the hospital, he was shocked to see the man who saved him. He was speaking with one of the nurses, signing a few papers that Cade had become familiar with.

"Hello Jason, my names Sven, you remember me don't you?" the red head asked.

"Yeah, are you okay?" Cade asked.

"You've been through all of this, and you're still wondering if a complete stranger is okay, Jason, I was wondering, your foster parents were lost in the rubble, would you prefer to go back to a home, or would you like to come with me? My wife and I have a daughter, but my work allows me to pay for a second child in the house, would you like to stay with us? It can be for however long you wish," Sven explained.

Cade looked down for a moment, he'd never liked staying at the foster home. His old family had been nice enough, but he wasn't really mourning their deaths. The joy he remembered seeing on Sven's face however, haunted him. He looked up at Sven and smiled.

"Can you please call me Cade?" he asked.

"Sure thing, oh, I think there's something you should know about me before you move in, I'm an agent of an organisation, we call ourselves spirit knights!"

Cade-Age 16

The blonde haired teen threw his bag into the wall as soon as he got home. His foster brother Thane looked towards him as he walked up the stairs. Faith Reilly kisses the toddlers head before following Cade to his bedroom. Along the way however she picked up the bag, closing her eyes as she moved towards the door. As she walked, pink markings spread across her body, turning her brown hair pink for a few seconds before the glow faded. She slowly opened the door, stepping inside to see the boy sitting, cross legged on his bed, resting his hands on his knees. His shoulders were shaking and he hung his head low. Most wouldn't have known whether Cade was growling or crying, Faith knew better.

'Most of the time, Cade processes grief with anger,' she thought as she walked towards him.

She sat on the edge of the bed and rubbed Cade's back.

"The school called, they said you got into a fight with some of the students, you nearly killed one of them Cade," Faith said.

"Good, I wish I had, I wish I hadn't stopped myself. They would have deserved it, and the bitch they were protecting too," Cade snarled.

"You tried to hit a girl!"

"I know, give me the lecture, 'you don't ever strike a girl'."

"Speaking as a woman Cade, I can say there are men and women who deserve a good hit, the point is that people need to deserve it, hitting them needs to be justified beyond simple self satisfaction. You enjoyed beating those kids didn't you?" Faith asked.

"You're damn right I did, and why shouldn't I? Why shouldn't I feel good about it, they pushed someone so hard, they pushed him until he couldn't take it anymore. I hate them, I hate them all for what they've done!"

"Hate them all, do you mean Craig Hollis, that poor boy who killed himself?"

"They've started calling him Mr Immortal, supposedly because everyone's going to remember him now, but they'll forget, it's just human nature, but what he did, to do what he did, why should I feel sympathy for him after that. He had a girlfriend, Dinah, she was a mutant, they made fun of her, but when it didn't bother her, they started tormenting him. Put letters in his locker, sent emails to his computer, whispered to him in class."

"When they told the whole school, he stormed out of there. His parents beat him for it, so instead of taking a stand, he decides to take his dad's gun and put a bullet in his own head. So why should I feel sympathy for that? He had Dinah and his friends, he took a moment to measure the impact he had had on their lives, how much he meant to them, what he would be doing to them when he pulled the trigger. Even I'm going to forget him one day, Dinah Soar, Ashley Crawford, Doreen Green, DeMarr Davis, Val Ventura, to them, he would be their Mr Immortal. Dinah loved him, Val too, a part of him understood that Craig would never be attracted to him, but simply having him in his life helped him come to terms with being gay. Davis was his best friend, part of him feels he should have seen it all, that he could have done something to make it all a little easier. Ashley's kicked up her binge eating to self destructive amounts and Doreen's spending more time with the Squirrels in her back yard than with others."

"He measured the worth of his friends, and decided that they meant nothing to him. In that moment he decided his pain was more important. He selfishly ended his life not caring what it would do to his friends. I will never sympathise with a person like that, but then those bastards, they got a lecture from the headmaster, and you know what they did? They went back to doing the same thing again, made fun of Doreen for her teeth, made fun of Val for being gay, I couldn't take it, someone had died and they didn't care!"

Cade turned to Faith with tears in his eyes.

"And the teachers, THEY KNEW! THEY KNEW WHAT WAS GOING ON! AND THEY LET IT HAPPEN! IT COULD HAVE HAPPENED TO ONE OF THEIR CHILDREN! IT COULD HAVE HAPPENED TO ANYONE!"

Faith wrapped her arms around Cade's head, a mute urge to get him to let his feelings out. He gripped her arm and screamed, red markings glowing across his skin.

"Why, why is there so much bad in the world, why do people accept it, even encourage its existence?" he asked.

"They don't Cade, they just...some people don't know an alternative, and they don't believe in it, even if they're told about it, the important thing Cade, is that you keep believing in good," Faith smiled as she rubbed the boys hair.

"This power, it feels like we can do more than just sense spirits," Cade said.

"Maybe we can do more, but right now what we're doing for the world is enough," Faith said as she stood up, patting Cade's shoulder. "I mean, could you imagine what more destructive mutants could do?"

Cade-Age 18-After Ultimatum

It was raining, as Cade expected it to on a day like this, the day he buried the closest things he had to a mother and brother. Sven was on his knees already, in front of the graves of both his wife and real son. Both, taken before their times in the tragedy that became known as the Ultimatum Wave. Now aged out of the foster program, and legally having no requirement to live with Sven, Cade turned and began to walk away.

'There's just too much pain here,' he thought as he walked out of the cemetery.

Cade-Age 18-Three months before the death of Spider-man

Over the past few months, Cade had been hitting the weights and the bag. As well as working at a gym, he also cleaned up at a bar. That's when he saw him, Sven Reilly. He was stumbling in the alleyways, his clothes wrecked, hair unkempt and a dirty beard across his chin. At the time, a few of the more drunk customers had been kicking him around. Cade looked Sven in the eyes, placed the bags he carried in the bin, and turned away. He put his hands in his pockets and walked away, not willing to fight for a man who had given up.

Cade-The night Spider-man died

He had just heard it had happened, Spider-man's death. Cade walked out of the gym he worked at, rubbing his face as he attempted to fight back all of the emotions filling his soul. He could sense the strong sorrow emanating from every person in New York, all of whom had lost a hero today. Across the oceans in Korea, Gregory Stark had been killed, Cade felt every bit of sadness running through Stark's mind. He felt the deaths of soldiers Gregory had used, both in Korea and in the Middle East. Even the confusing feelings of Fury filled him, the happiness over his success, and the sorrow of Peter's death.

'That man, what the hell is wrong with him, he'll manipulate events like this, and yet, he'd cry over the death of a friend's child, who he barely even knew,' Cade thought.

Leaning against a brick wall, Cade clutched his throat, feeling sick and confused. The connection to the spirit realm, in this world was reduced to the mere sensing and understanding of other's emotions. No great disaster had happened to pierce the barriers separating the physical and spiritual realms. Until today!

Light years away from Earth, a grand portal appeared in Kree space. Admiral Ro-Nan commanded his troops to evacuate the Kree occupied colonies. It was an unnecessary order, as no worlds were pulled into the breach. The science ship of the fleet however was able to see an image within the breach, of an armour man shrouded by a dark mist. He raised his hand, and lights shot out of the breach. The breach then closed, just as quickly as it had opened.

On Earth, the first steps towards Cade's possible fall, or rise began. He stopped at another alleyway, seeing a small group of people gathering around a mutant. He was an obvious mutant because of the hair poking out of his sleeves, his elongated nails and hairy face. The man even had a snout, giving him the appearance of a mole.

"Please stop," he said as the men approached him.

Cade knew what they were intending to do, he'd seen it many a time and would just walk by in the past.

"I don't have powers, I just look different," the man pleaded, attempting to relieve any fear they felt.

But they weren't doing it out of fear, there was only hatred in their souls. A hatred that spread to Cade as he stepped forward, red markings glowing across his body. His eyes glowed red as he beat the gang members, with every punch and kick he threw, he saw a sin they had committed. When all of them were on the floor groaning, Cade turned to the mutant.

"Oh thank you, thank you so much," the man said.

Cade grit his teeth together as more images flooded his mind. Images of the hairy mutant touching children in ways adult's shouldn't, of even recording them having depraved acts committed against them. Squeezing his hands into fists, Cade began walking towards the paedophile. A sword of red energy appeared in his hand. The mutant screamed in terror as Cade yelled. With a single swing, Cade cut through the mutant, spreading his blood across the floor. He walked out of the alleyway, the energy fading as he looked at the blood on his hands. His hands shook for only a moment before they became still and he began to laugh.

"No, I'm nothing like them, they deserved every second," he said.

He lifted his hood over his face and walked away.

The day Thanos invaded

Aliens had filled the skies, the shadows the invader ships cast darkened the streets of New York. Cade ran through the streets, feeling the deaths of thousands across the world. He came upon a massacre on the streets, aliens with blades or gun batteries attached to their arms, mowed down innocents. This time, he didn't hesitate to intervene, jumping into the fight with the energy swords he had summoned. He slashed through the invaders, yelling for people to run away. The aliens flying in the air began to leave the area as a figure landed on the ground. Cade widened his eyes slightly at her appearance.

She had gold and black skin, skin that looked like armour. A visor had slid over her face, and blades stuck out of her feet and wrists. She was Paragon, another member of Thanos's pawns the Imperfects. Lunging forward, she slammed her blades into Cade's, so hard that he stumbled back. She kicked him across his face, drawing blood from his mouth. Cade swung his swords around, only for them to shatter upon contact with Paragon's. He jumped back, barely avoiding her blades. She threw her hands forward, releasing blasts of energy that blew up the cars around Cade, throwing him onto the sidewalk.

"I will not, GIVE UP!" Cade yelled.

He summoned his blades again, as the other Imperfects began to land on the streets. Brigade fired a barrage of missiles, consuming the streets Cade ran on with explosions. He kept on running, jumping off of the ground as Faultzone created an earthquake. Cade flipped in midair, barely dodging a spray of acid from Hazmat. The blade he created grew larger as he flew towards Paragon. He bought the blade down, shocking Paragon by shattering her blades. Suddenly, Wink teleported behind Cade, slashing him across the back. Paragon backhanded Cade, sending him flying belly first into Brigade's fist.

"Looks like there's no hero stopping us today," Johnny Ohm said, firing electricity into Cade.

Cade yelled in agony, a torment that was only furthered when Solara covered his top body with flames. He cut the fire hydrant beside him, putting out the flames with the water that shot out. The Imperfects looked at the young man, shocked by his determination. He had third degree burns across his face and chest. His knees were shaking, and the energy blade he held was broken, but he still wouldn't go down. Red energy spread across his body as he ran forward. Suddenly, an energy blast came down from the sky, consuming Cade, drawing his body off of the ground and leaving crater behind him. The Fold cannon barrel smoked, and the Imperfects gathered around Cade's body.

The glow had faded, and so too had his heartbeat.

* * *

Perfection

Faith had gone to work, leaving Sven alone with his son. He sat with Thane in the living room, catching up with this world's history via the TV. Even with the TV on, he couldn't help but be distracted by the baby playing with on its stroller. Thane was pushing numerous buttons on the thing, playing the sounds of different animals. He smiled as Sven rubbed his head. He picked Thane up, bouncing him on his knee and blowing raspberries at him.

"You're everything I've wanted Thane, I'm sure I can speak for every version of myself when I say that, but right now only one version of me matters to me," he rubbed his nose against Thane's and smiled as the baby giggled.

He then looked to the TV again, it showed a reporter from the Daily Bugle, Betty Brant of all people. She had achieved her dream of a Pulitzer and got her new anchor job.

"A summary of today's news, Reed and Susan Richards today announced the name of their son, Franklin after Susan's father Doctor Franklin Storm, the founder of the Baxter foundation."

"Bruce Banner, has accepted the Nobel peace prize for his work in the science community, also called the Hulk, you can see the big guy here being given the prize by his long time sweetheart Betty Ross. If that wasn't sweet enough for you, after receiving the prize he proposed, to which Betty has accepted."

"Wakanda and Latveria have now joined the UN, the respective leaders of the nations, T'Chaka and Victor Van Damme were escorted to a recent meeting by the Ultimates, of which T'Chaka's son T'Challa, AKA the Black Panther is now the leader of."

"Closer to home, President Rogers announced the mutant aid bill, it secures funds for the creation of schools for mutants much like Charles Xavier's own. This comes at the same time as reformed mutant cult leader Eric Lensherr began to lead the X-men."

"Tony Stark is pleased to announce his tenth year of sobriety!"

"Our very own Peter Parker had the pleasure of photographing the Spider-men apprehending Wilson Fisk today, with his long time rival now gone, police chief Frank Castle announces his retirement, he says 'the Kingpin has been punished, I now wish to spend time with my family!"

"The Defenders have opened a new under privileged youth centre, this marks the seventh the corporate owned super hero team have opened."

"Hank and Janet Pym were spotted having coffee with Kevin Feige, could we be seeing a film based on the super hero couple's exploits?"

"Everything is perfect," Sven said.

He kissed Thane's forehead and rested his head back.

* * *

Earth 610-Sven David Reilly

Finally, he had reached his limit. His wife was gone, his sons were gone. There was nothing left for him to live for. He stood on the bridge, red markings glowing across his body. Without hesitating, he jumped and dived head first into the water. When he emerged, he wasn't in the land of the living anymore. The water he was in was like blood, but he had no idea what blood tasted like so he remained ignorant. He laid his head back, attempting to drown himself again. But much to his shock he was pushed out of the water. Skeletal hands pressed into his back, lifting him up and carrying him onto shore. Sven was thrown to his knees, his head hitting the ground as he fell. It was then that Sven noticed, he was clean shaven, his hair had been cut short and he had been stripped off down to a loin cloth. The body he had gained from months of a lack of care and dirty living was gone, replaced by the muscular body he remembered having when his wife and sons were alive.

"Faith, Thane, Cade," he muttered.

"They have not come here Sven," a voice said behind him.

Slowly, and fearfully Sven turned, looking up at the ruler of this new world he had been thrown into. Her skin was white as if she was dead. The black and red clothes she wore revealed her legs, arms and midriff. Her black lips formed a smirk, the top half of her face was covered by a red and black helm/mask. Flanking her were warriors of the dead, skeletal soldiers, men and women with missing flesh or dying skin. Sven looked up as angelic creatures flew around him, circling him like vultures. They were monsters that had beautiful wings. But the black winged creatures were beautiful, women with blonde hair and clad in Viking armour.

"This is not a place for pure souls like theirs," the queen of the realm said, walking around Sven, her cloak dragging behind her.

"Is this hell?" Sven asked.

"It is an afterlife, but not the afterlife, or perhaps it is, perhaps I am the only thing you will know after death. I know not of what other power there is that is higher than mine, other than Odin's, and he will not interfere, because he knows what the results may be of my generosity," the woman explained.

"Who are you?"

"I am the ruler of Hel, a mistress of death, a goddess of Asgard, I am Hela," she said.

Sven looked into her eyes, seeing the skull shapes in her pupils. They faded as she stepped closer, gripping his chin and pulling his face up.

"In another life you would have gone by many names Sven Reilly, Fusion, Aeon, Onyx, Knight of the spirit realm, but above all hero," Hela explained.

"Those aren't the names I want," Sven said.

"Yes, husband and father, two names that were taken from you, but I can give them back," Hela said.

"Don't believe her," a voice said behind Sven.

He turned, widening his eyes yet again at the appearance of another great beauty. She had blonde hair and wore a green crown, a green corset and cloak and green trousers that clung to her hips. A gold apple appeared in her hands as she walked up to Sven.

"A war is coming Sven, it will need heroes like you, help me and I will restore you to life, give you the power you deserve, and I will repair your broken heart," she touched Sven's cheek and smiled as he took the apple.

"I will erase your pain completely, what Amora can offer pales in comparison," Hela said, rubbing Sven's shoulders.

"I can make you a king," retorted the Enchantress.

"Of a world where people will die, beside me you will be king of everyone, for death is a certainty," Hela said.

Sven stepped to the side, away from both women. From a small hill, the Loki of Earth 610 smirked, seeing the scene and finding it amusing.

"I think he's figured you both out ladies," the god of mischief said.

"You're both beautiful, but you both have that 'I want to take over the world with my evil plan' or 'I'm going to offer godhood but chop off your head and make some green creature' vibe," Sven explained.

"Oh he's got you down to a T Amora," Loki laughed.

"The most heroic thing I ever did, was take in a boy who no one else wanted, because I saw that there was a hero in him. All you see in me is a means to use me for your own dark plans. Well I won't have any part of it, and your feminine wiles pale in comparison to what my wife could get with just a few kind words. I will never stop loving Faith, in life or in death. ODIN!" Sven yelled, looking up at the sky.

"If you're real too, and if you can hear me, let me make a sacrifice, my soul for Cade's life, bring him back, let him use the power he was meant to have. GRANT ME PEACE!"

His words did not reach Odin, but a god of mischief did hear them. Loki clicked his fingers together, conjuring a gold sword that flew into Sven's hands.

"You know what to do hero," Loki said.

Sven nodded his head in thanks before turning the blade around.

"NO!" Amora and Hela yelled.

Sven drove the blade through his chest. His body glowed as if hovered off of the ground, rising as high as the Valkyries.

"Cade, come back," Sven whispered, before his body exploded.

The light of the spirit of heroism rose out of the depths of Hela's realm, and back into Midgard. That light joined with another spirit, a spirit of justice. Both were drawn to a grave yard in New York. The joined lights slammed into the grave of Cade Reilly. They bought his ashes together, forming a body, black armour began to wrap around this body. Red markings glowed across the armour as the hands and legs twitched. The head roared, a giant jaw appearing on it before fading. Gold armour began to spread across the shoulders, arms and chest. Cade yelled as his eyes changed from red to black. His fist burst through both the coffin and the ground, and energy shot up into the sky.

* * *

Earth 610-Mere minutes before

Aaron continued to follow Cheyenne, this time they had ditched their costumes and taken on civilian clothes. Though she demanded he put on a black hoodie. She led him to a park, families were playing, even with news of the super heroes mobilising. Aaron huffed at the ignorance, these people were living peacefully. Yet in his world, he had an accurate prediction that people were embracing one another out of fear. Their world was ending, and in other worlds it was continuing. Seeing the families only reminded Aaron of what he had lost, and everything he would continue to lose.

'All I have left is my world, and that won't last much longer,' Aaron thought.

He bumped into Cheyenne, who had come to a sudden halt.

"What's going on?" he asked.

"We're here," she said.

Cheyenne pointed her finger towards a table. There was a trio of families, one Asian, another Afro American, and another mixed race. That family in particular caught Aaron's eye. Not too long ago he had met a Rio Morales who had become a super hero. Now he was looking at a Rio Morales who was still the wife of his brother Jefferson. She wiped a piece of cake off of his mouth and kissed him, causing Miles to gag. Miles himself was with two of his friends, whom Aaron heard him call Judge and Ganke. He knew they were alive in this world, but they still tugged at his heart strings.

"In this world, Miles got bitten by the spider you stole, he hangs out with a group of other young heroes as Tarantula," Cheyenne said.

"They're alive," Aaron whispered.

"They're alive, healthy, happy and with much longer lives ahead of them, because they don't have you in their lives anymore," Cheyenne's voice was bitter, her intention cruel.

But Aaron nodded his head, agreeing with her whole heartedly. He imagined what that other version of him had done, a man who was still selfish and still out to make money. To have seen someone amazing like Miles, he still would have tried to use him. Aaron sat on the grass and lowered his head.

"It could have happened, I could have been here too, I know that. Big brains and believers will probably say that there as something special about my world, that it was a world where things had to go wrong, because it was the nature of that world. But we all had choices to make, every person there had a choice, just like I did. I didn't care about my family, I wanted to use this power to make myself a Kingpin. I dragged my brother, his wife and son into my personal conflict, I had lost the only thing, the only thing that was left in my life worth holding onto," he explained.

"Don't go over there and talk to them," Cheyenne said.

"I won't, that piece of craziness is the last thing that they need," Aaron said.

"If you even try to make contact I'll kill you."

"You don't need to repeat yourself, god you're perfect, but a bit bitchy," Aaron shook his head and chuckled.

"What did you say?" Cheyenne asked.

"That you were a bitch."

"No, before that?"

"That you're perfect, you became a much better person then I could ever hope to be, I'm sure Miles too, is a much better Spider-man than me," Aaron said.

"Some might say he's a better Spider-man than the original," Cheyenne smirked, looking over at her cousin.

Suddenly, an energy pillar rose in the distance, shattering the peace.

* * *

Paradise breaking

Sven gripped his head in pain. The red markings once again appeared over his body. He crashed into the floor, drawing Faith's attention in the other room. She ran to the man she loved, grabbing his face and helping him off of the floor.

"Sven, what's wrong?" she asked.

"Something bad is happening, something bad is about to happen," Sven said.

"Sven, nothing bad happens anymore, the heroes protect us now, you said so yourself everything is perfect, what's been wrong with you lately?"

Faith looked into Sven's eyes, waiting for an answer.

"I don't know, I just have this feeling that everything's going to fall apart," he said.

"Look at me Sven, tell me exactly what's wrong, come back to me!"

"I am back Faith, I'll always be here, I'll never turn my back on this world," Sven said.

He turned and wrapped his arms around Faith, hugging her tightly. Slowly, Faith closer her eyes and placed her hand on the back of Sven's head. Her hair turned pink, and markings appeared over her skin. She gasped as she opened her eyes, resting her hands on Sven's chest and looking at him.

"I saw it, the other side of the mirror Sven, this world is just one part of a whole, it's not real, it was never real," Faith said.

"No don't say that honey, don't you dare say that, we've lived this great life we can still live it," Sven said.

He was already crying, panicking, holding Faith's arms tightly.

"Just forget about it Faith, we're home, we're happy, we have everything we've ever wanted, I don't want this to end," Sven said, touching Faith's cheeks and kissing her.

Faith accepted the kiss, but still shook her head at Sven.

"Sven, you need to accept reality, this isn't how the world should be, wake up," she said.

Sven looked at her, taking in every detail of this amazing woman. Even in a world where everything could go wrong, she became this woman. With even paradise before them, she was still the amazing woman willing to give up everything for others, even her own existence.

"He doesn't need to wake up, this is reality now!"

Faith and Sven looked up in shock as the roof was ripped off. It was being telekinetically held by Jean Grey, who was wearing her X-men outfit and stood with the entirety of the X-men, Cyclops, Colossus, Dazzler, Angel, Nightcrawler, Shadowcat, Beast, Storm, Iceman, Rogue and Wolverine. But also with them was Magneto, wearing armour with the black and yellow colours of the X-men, Mystique, Sabretooth, Toad and Blob all stood on metal discs, wearing the X-men colours. Emma Frost stood in a white costume with her New Mutants, all of whom wore red variants of the X-men uniforms.

"He should accept his new reality," the speaker said as he floated past the X-men.

"Magician," Sven identified the man, stepping in front of Faith to shield her.

He wasn't alone, he had the Ultimates with him, Giant-man and Wasp, Iron man, Thor with his axe/hammer hybrid, Captain America, Hawkeye, Black Widow, Quicksilver, Scarlet Witch and Black Panther. Reed Richards and Sue Storm both stood on a platform holding hands, the Human Torch hovered next to them, with Ben Grimm, in his purple energy form standing on another platform. Magician himself was wearing a cloak of levitation, an Iron man chest plate and a blue suit with yellow boots and gloves, with X's on the knee guards, he also held Mjolnir. In this world he had achieved his dream of being the world's greatest hero. Every hero had achieved his dream, and they all stood opposed to Faith's plan to restore the world.

"You should too," Magician smirked as he raised his hand.

Suddenly, a literal split in the world formed beside Sven and Faith. A Latino girl stepped through a portal, holding the two sides as if she had formed it herself. She was dressed in clothes based on the American flag. Next to emerge from behind her was a man in a blue costume and white cloak. Black Panther widened his eyes as he saw another him, though his costume looked more like armour and included a royal necklace. A woman in a black coat and white and blue suit then emerged, her eyes glowing as she surveyed the situation. Next to step out was a blonde haired woman, Sven and everyone else recognised her as Carol Danvers, but they had no idea why she was wearing a blue and red suit with a star burst symbol on the chest.

"Looks like you were right Sven, all we had to do was look in the right place," she said, speaking at the portal and not Sven.

Both Magician and Sven widened their eyes, recognising the red and grey armour figured who walked out of the portal.

_**"You guys overcomplicated stuff with that science mumbo jumbo, which I'm pretty sure if actual known scientists read, would agree is nonsense," **_the armoured man explained.

"Apparently we aren't actual scientists," Black Panther muttered to Blue Marvel.

"Aeon," Sven gasped.

The armoured hero turned to Sven, his helmet fading to reveal a red haired man, identical to Sven without the facial scars. He was identical because he was Sven.

"Hi Sven, I'm Sven, these are the Avengers," Aeon grinned.

"We're the Ultimates actually," America Chavez corrected him.

"Ultimates? What are we the Ultimates of?"

"We're the Ultimate solution to solve universal problems," Blue Marvel said.

"Okay, well, let's start solving, ULTIMATES ULTIMATE!" Aeon yelled as his helmet covered his face.

The original Ultimates looked at Aeon in disgust.

_**"What...Ultimates doesn't really provide a lot to work with in terms of battle cries!"**_

Next Chapter 15: Battle for a world

* * *

Hope everyone enjoyed the chapter, a little summary of the worlds and Aeons that appeared.

65 Aeon-Same Aeon who debuted last chapter, a mutant, spirit knight and magic user in a world where Gwen Stacy is Spider-woman, Captain Britain is a Hippee, and a loud of other strange things.

Grand Society Aeon-The Aeon of the Earth where the Grand Society, seen in New Avengers Vol 3 appear in, an ancient hero with tons of power. Borrowing from the theme of the other Grand society members being copies of the Justice League, Aeon is a copy of New 52 Captain Atom.

1602 Aeon/Eon-A rebel against the now tyrannical British Empire, the lover of Gwengela, a character who first appeared in a variant cover of Angelus.

2000's Cinematic Universe Aeon-This is a universe where the first Spider-man trilogy, Fantastic Four and Daredevil and Elektra of that era exist. Sven is in a relationship with Gwen Stacy and his form is based upon the first Kamen Rider reboot.

Marvel Cinematic Universe Aeon and Deathblade-They both exist in the shadows, and they both clash many a time. The universe of the successful Marvel Studios franchises, was thinking of making a story carrying on the storyline seen in this world.

Age of 3-A world based on the Age of Ultron, Age of X and Age of Apocalypse worlds, Sven died and with Cade unwilling to, Sven's sister Kate took up the mantle.

Earth 610-The Aeon of this world is Jason Cade Hunt/Reilly, a version of Cade Hunter with a different family background. Having both the spirits of justice and heroism, his armour is a fusion of the Deathblade and Aeon personas. Has awakened as a dark berserker, like the Kamen Rider Kuuga Rising Ultimate form.

Earth 616-The Aeon you would read about in my stories Echo of Destiny, Rise of the Dead, and the Hunt. Appears in this chapter with the Ultimates of 616

DC Universe Aeon-An Aeon who has yet to take on the mantle fully.

Next time on Ultimate Aeon Origins Reboot, a war is fought on multiple fronts, Rio and Aaron join forces with Tarantula and his buddies Prodigy and Hornet to halt the advance of a berserker Aeon on Earth 610. The battle on both sides of the mirror of 1610 continues as the Gah Lak Tus swarm clashes with Deathblade, the Avatars face the Heralds and Magneto faces a relentless assault from Rogers. Magicians fantasy falls apart and its Civil War on his world as heroes clash, meanwhile Sven debates with...himself. As the Incursion begins, heroes gathered from across the Multiverse fight for the Marvellous world, but only one man stands between Fury and that world's destruction.

?: I don't get a lot of science stuff, but I know a bomb when I see it, step away from it and identify yourself.

Nick: The names Fury, Nicholas J.

?: Really? You look more like Samuel L Jackson trying to look ridiculous, because I'm Nicholas J Fury.

Nick:...I'm white in this world?


	15. Chapter 15

Disclaimer: I don't own Marvel

* * *

Ultimate Aeon Origins Reboot

Chapter 15: Battle for a reality

Earth 1610-the true world

Fury adjusted his eye patch, the Watcher's eye allowed him to easily see through the fabric, which he had become accustomed to, as if it was a piece of his face. He looked towards his troops, the Ultimates, as far as he was concerned they had more than earned the right to call themselves that. Nick looked at the scar on his hand before putting his glove back on. The Maker stood on a floating platform, with numerous holographic screens around him. He had on his metal helmet, which provided him with a data feed to his home made city. The former member of the Fantastic Four provided each and every member of the task force with a watch counting down the estimated time of impact. A fleet of helicarriers, repurposed for space combat had been prepared, as well as the Iron fortress Stark had used against the Liberators.

"Its beginning," Maker grinned.

New York, a fitting place for the end of the world. Fury looked at the Gamma unit, nodding his head for them to begin their part of the plan. The sixteen man squad injected themselves with Tyrone Cash's formula, expanding their muscles to Hulk size. They did this just as the image of the other Earth appeared in the sky. The city of New York rumbled with the sounds of panic, everything went red, and the rockets of the Helicarriers and iron fortresses boomed.

"Sir, a report from the Iron tech crews," one of the Helicarrier crewmembers turned to Nick.

_"We've lost propulsion and weapons sir, EVADE NOW!"_

"ALL CARRIERS HARD TO PORT!" Fury yelled.

The helicarriers collectively turned, dodging the beams fired by the converted Iron fortresses. Subsequently, the weapons of the carriers targeted the flying fortresses.

"Sir we've lost control of our weapons," the same crew member reported.

"No we haven't," Nick said, tapping his harness.

The Tactigon allowed him to link with all of the Carrier weapons, and the Watcher's eye allowed him to aim all of those weapons. He didn't need his crew questioning his orders, he pulled the trigger, and fired upon the Iron tech fortresses. With a sniper's precision, he destroyed the cockpit of each fortress, killing the pilots whom had been loyal to him. Nick paid no attention to the bridge crew as they looked at him with shock in their eyes, instead he looked at the small army flying towards his Helicarrier.

"Stark," Nick snarled.

There he was, or at least Stark's original grey, red and gold armour, flying in the middle of a legion of Iron men, the Iron Legion.

_"You take my inventions and turn them on an innocent planet Nick, you didn't think I wouldn't have a way to override them?"_ Tony asked over the radio.

"And did you not think I didn't have a way to trump your move Stark?" Fury retorted. "Upload the Ultron program, send it out over the wireless," he commanded.

_"No, Fury tell me you didn't," _Tony gasped.

"Oh I did what I had to, and if you were sober Stark you would understand," Fury said.

Iron Man looked at the Legionnaires surrounding him, taking a moment to process just how helpless he was. Still he activated the weapons in his wrists and shoulders, blowing apart three Legionnaires before they began hitting him with repulsors. One blast after another struck him, tearing off a piece of his armour, blowing off limbs until there was nothing left of him. Fury widened both eyes as he received another possible future.

"Target the Baxter building, I want the future foundation eliminated before they can launch a second attack," Fury said.

A screeching sound suddenly echoed through the speakers. Fury squeezed his hands into fists as objects began to appeared around the Helicarriers. They were Machine Men, the linked and sentient bodies that all shared the consciousness of Danny Ketch. Two more objects appeared over Fury's Helicarrier, a Fantasticar and Iron man, bound in his Future Foundation armour.

"I am sober Fury, and let me tell you something, I'm wondering why the hell I didn't go sober years before, my productivity and ability to plan has gone up by 200%," Tony bragged, diving down through into the bridge of the Helicarrier.

He grabbed Nick by his neck and fired a repulsor blast, knocking him out of the bridge and onto the deck of the Hellicarrier. The Fantasticar landed, and Sue, the Thing and Human Torch ran across the deck and into the halls of the Helicarrier. Invisible Woman wiped the blood off of her nose, rendering all of the Machine Men invisible had been difficult, but no means impossible.

"The Future Foundation, did you really think I've put the Anti-matter bombs on one Helicarrier?" Fury asked.

"What makes you think I came alone?" Iron man retorted, landing in front of Fury and aiming the palm of his hand.

"Coulson's crew won't be enough," Fury said.

"That's why I bought some Ultimates," Tony smirked, before hitting Fury with a repulsor.

A S.H.I.E.L.D. Quinn jet landed on one of the carriers, when it opened, Coulson's team emerged. On another Helicarrier, a black cloak appeared, when it shrunk it revealed not just the teleporter Cloak, but the other New Ultimates, Spider-man, Spider-woman, Dagger, Bombshell and Shadowcat. A third carrier saw the remaining X-men arrive. Jimmy Hudson popped out his claws as armoured S.H.I.E.L.D. agents ran out onto the deck. Storm threw her hands forward, creating a wind vortex that threw the men back.

"Move forward, we need to find those Anti-matter bombs," Ororo said.

Colossus changed into his metal form, and began tearing through the deck of the Helicarrier. He landed in the middle of a cargo bay, and threw one of the crates into the shocked agents. After following him down, Iceman sealed the exit behind them.

"Okay, slight delay on us being stopped, what now?" he asked.

"I'm not as familiar with bombs as my dad was, but I can work out where people aren't hiding, there's a lack of people in this direction," Jimmy explained.

"Somehow I think people won't want to be in whatever room the bombs that can destroy entire planets are," Rogue said.

"Wait," Jimmy said, sniffing at the air. "We're getting dangerously close to where people are, one smells like...a cat," the son of Wolverine looked at the path ahead in confusion.

A rocket suddenly flew down the corridor, slamming into Jimmy and sending him flying back. Colossus ran in front of his team mates, bracing himself as he approached the powerhouse of their attackers. Power Man's eyes were glowing their usual red colour, and his other Defender's team mates were behind him. Piotr and Luke slammed their bodies together, both trying to bring the other to the ground. Their blows caused the entire Helicarrier to shake, alerting the crew of where the intruders were.

In between the Helicarriers, Ultron controlled Iron legionnaires clashed with the Machine Men. They would stretch their limbs, tearing off the heads of the legionnaires, before getting shot by other another legionnaire or one of the gun ports on the Helicarriers. On the second Helicarrier, Coulson's team went on separate paths. Coulson, May and Simmons ran towards the cargo bay. Simmons kept behind the two veterans, both protecting her from the guards that tried to intercept them. Meanwhile, Morse, Hunter, Mac and Fitz began running to the bridge. Hunter and Mac fired assault rifles at the bridge guards, whilst Morse engaged several in hand to hand. She swung her escrima sticks against their heads, and kicked their backs.

"What's the status Fitz?" Coulson asked, bringing an agent down with an Icer, a gun with bullets that contained a non lethal neurotoxin.

"We're still trying to get through to the bridge but I think they might know what we're planning," Fitz explained.

"Hopefully Stark's plan will work," Hunter muttered.

Tony continued his fight with Fury, both had reduced the top deck of the command carrier to a ruin. Iron Man fired a gatling gun on his shoulder, which Fury countered with a shield. The Tactigon shifted, wrapping coils around Fury's body that shielded him from Tony's energy blasts. Fury pulled his arm back, the coils of the weapon formed a hammer around his hand. Bashing Tony with the weapon, he sent Iron man flying. Immediately recovering in midair, Tony fired the Uni-beam on his chest.

"You think a physical fight will stop me Stark, I have an entire army behind me," Fury said, blocking the attack with Cap's shield.

He then threw the shield with his enhanced strength, beheading Iron man. The head rolled towards his foot, the lights on the eyes blinking as it looked at Fury.

"Yeah well, I've got a Hulk," the robotic voice stated.

Fury widened his eye as the helicarrier shook. He turned around, looking at the object that hand landed on the deck. His muscles had expanded, the veins across his grey skin throbbed, and his red eyes glared at Fury. The Hulk roared before charging towards Nick. Fury created multiple gun batteries with the Tactigon, hitting the Hulk with an unforgiving barrage of blasts.

"Your productivity may be up Stark, but I still have the Watcher's eye and the Tactigon, which means I can counter all of your plans," Fury said.

He formed two fists and punched Hulk across the face, knocking out a few of his teeth. Hulk flashed a bloody grin before grabbing Fury by his foot and slamming him against the floor. He slammed the general into the floor multiple times, shattering the battle armour the Tactigon had created.

"Did the Watcher's eye show you that puny General?" Hulk asked.

He threw Fury onto the ground, stepping over him. The Tactigon suddenly glowed purple, sending multiple spikes sliding through Hulk's body. Fury yelled as he charged the Hulk's body with energy, overloading his nerves and filling him with an excruciating pain. Hulk grit his teeth together, grabbing the Tactigon harness. Fury increased the power flow, hitting Hulk in the face with several miniature blasters on his shoulders. He received a vision with the eye, of the Hulk's body falling apart. But then the vision changed, the Hulk's skin turned green.

"Watcher's eye shows possible futures Fury, but future always changing," Hulk said.

"And so do plans," a voice said above Fury.

Floating above Fury was the War Machine armour, the War machine armour that Rhodes wore as part of his Avengers. The plates of the bulking armour suddenly began to break off, flying onto the Hulk. Eventually the Hulk was covered in Iron man armour, with Rhodes flying away from both in his Stark designed War Machine armour. Driven by both his rage and the electrically charged armour, Hulk tore the Tactigon apart. Fury fell to the floor in shock, watching as Hulk tore the weapon to pieces. The pieces of the War Machine armour then fell off, revealing the Hulk's now green skin.

"You've lost your best weapon Fury, stop this now," Tony said, landing behind Fury.

He was wearing his Iron Patriot armour, and even picked up Cap's shield.

"If we don't do this, our Earth dies, I've seen it," Fury said.

"The future is always changing Nick, come on, if you do this you truly will be a monster."

"That's where you're wrong Stark, I've always been a monster, we're all monsters, RICHARDS NOW!" Fury screamed.

Portals suddenly began to open, revealing the ships and flying soldiers of the Maker's world, his children of tomorrow. On the capital ship, the Maker looked at the warzone and smirked.

"Begin our ascend into orbit, it's time we destroyed an Earth, after that, we'll conquer home," he said, looking between his two targets.

Fury suddenly kicked Cap's shield out of Tony's grip. He swung it towards Tony, only for a familiar sound to fill the air.

**Thwip!**

The shield was pulled from Fury's grip, webbing them wrapped around his wrists. He looked towards the new arrival, who flipped in midair and landed in a crouch, holding Cap's shield. The lenses on his mask narrowed at Fury.

"Hey everyone," Peter Parker, the original Spider-man said.

Hulk and Iron man stepped up either side of Peter, and the trio looked up at the children of tomorrow. Peter adjusted his grip on Cap's shield, Hulk slammed his fists together, and Iron man charged his repulsors. The heroes stood ready to take on an army.

* * *

Dark side of the mirror

Ben Parker thought he had seen everything, that the death of his family and witnessing the worst aspects of humanity had numbed his sense of amazement. He thought there was no wonder left in the world. But seeing the avatars of Earth facing the Heralds of Galactus, was something that filled Ben with both wonder and terror. The sky flashed as the Phoenix and Firelord threw fire at one another. Air Walker threw blades of pressurised air at Ghost Rider, whom drove her hell car across the city. She crashed through walls, moving as an unstoppable force. He chain and sickle weaved between the crumbling buildings, clashing with Air Walker's scythe. Jumping out of the car, Ghost Rider wrapped the chains around Air Walker and threw him down onto the streets. The herald stood up, and the hell car crashed into him, dragging him across the streets and into a building. Inside that building, Rick dodged energy blasts fired by Stardust. She summoned water from the ground, hitting Rick in the back and sending him flying out of the building.

**"Earth must not fall, or all of creation will follow,"** a voice came out of Rick's mouth that wasn't his own.

Captain Universe flew up, grabbing Stardust's spear. Rick looked at the herald before opening his mouth and firing an energy blast that turned Stardust into water. The remains of the herald struck the ground, but then instantly reformed, crouching on the floor and clutching her chest in pain. Terrax pointed his axe towards the city, bringing down a shower of meteorites. Nightcrawler grabbed Ben and began teleporting from one building to another. Both widened their eyes as the buildings they left behind crashed into one another, causing a domino effect that made the other buildings fall.

"Must go faster, must go faster," Ben said.

"I know, Gott I know," Kurt said.

He teleported to another building, this one out of range of the domino effect. But not out of range of the meteorites. One fell onto the building, causing the roof to collapse and throwing Ben and Kurt down to the floors below. Ben fired his grapple gun, using it to slow his descent. He then ran out of the way of falling debris, jumped through a window and grabbed the fire escape of the nearest building. Nightcrawler himself teleported onto the streets, continuing his search for Molly.

"MOLLY!" he yelled.

Two figures then hovered over him, flames flashing across their bodies. Nightcrawler looked up at the Phoenix and Fire lord in horror before they clashed. Wings of fire blazed behind them as their blasts collided, setting the buildings beside them alight, Nightcrawler teleported away as the flames rained down on the sidewalk.

"MOLLY!" Ben yelled, jumping in surprise as Nightcrawler teleported beside him.

"World War 3 going on in the savage land, whilst Armageddon is happening here," Kurt said.

"Wrong!"

Ben and Kurt slowly turned to the shadows, a giant of a man then walked out. His body was covered in blue armour, metallic tubes on his gauntlets connected to the belt, the buckle of which sported a silver A. Kurt gripped his head as he looked at the man's face, images flashed before his eyes of a man in similar red armour, of a battle between the Phoenix, and something else. The man's skin was grey, his eyes red and blue markings ran across his cheeks and around his mouth. Kurt widened his eyes as the man stepped forward.

"I prefer, Apocalypse," the great mutant said.

* * *

The light of the mirror

"You don't realise what's going on, what will happen if we keep this up, you're asking us to eliminate one world," said Captain America.

"In order to save every other variation of it, if you're anything like the Cap on my world, I know that together we can figure out a way to stop this, without having to resort to violence," Carol explained.

The Ultimates of two worlds had finally met. Except deep down, Sven knew that the Ultimates of his new world existed as a result of Magician's power. He had created a world where everything had gone right. Unfortunately, a world was then created where everything hadn't. But one world was filled with people who truly existed, another was a dream world. Cap looked between his Ultimates, and the ones of 616, and Sven wondered if Magician's ideal vision of Cap wasn't the brute from the original world.

"You're right, let's start working together," Cap said, shaking Carol's hand.

'It seems Magician's dream of a better Cap is too good,' Sven thought.

He then looked to his other self, the man took off his helmet again, revealing the facial scarring provided by a lifetime of fighting. The age gap wasn't that grand, but the experience was. The older Sven looked at Sven and Faith together with an envy, but also an understanding, that they had to let one another go.

"NO!" Magician yelled.

The heroes looked up at the god like being as energy glowed in his hands.

"Don't you people see, they intend to put an end to everything, everything we've built will fall, and from those ashes a worse world will be built, we have everything we've ever wanted here, why would we give that up?" Magician asked.

The Ultimates exchanged glances, all of them thinking on what the man had said.

"Mutant rights are better here than they ever have been, do you intend to send us back to those days?" Magneto asked.

"It sounds like they intend to destroy this world completely," Cyclops said.

"Scott, they said every variation of this Earth will be destroyed," Shadowcat said.

"And maybe those variations are places where we're still fighting for Xavier's dream, maybe Xavier's dream is impossible in that world, maybe you and Peter aren't together, maybe most of us are dead," Angel explained.

"All correct, there's nothing worth saving about those worlds," Magician said.

"Fortunately, you don't speak for all of us bub," Wolverine said.

"Wait," Blue Marvel raised his hands. "There's no need to fight, we can figure out a way to end this without having to destroy this world," he explained.

"But at the same time we must be willing to face reality, this world is a construct of Magician's," Black Panther said.

"Wow, your counterpart can talk," Valkyrie said to the Ultimate Black Panther.

"She's even blonde," Chavez muttered, earning a glare from Carol and Sue.

"This isn't a situation we can solve in seconds, we need more time," Reed said.

"We're hours away from global destruction, to save this world we would have had to have had months to come up with a plan," Giant man added.

"If our world doesn't cease to exist, then other variations of our world will also stop existing, one perfect world does not outweigh several hundred variations, whether they are good or bad," Beast explained.

"You make it sound like a triage," Susan said.

"It is," Beast retorted.

"I disagree McCoy, it's a simple case of sacrificing every other place for ours, survival of the fittest," Mystique said.

"Good to see most versions of you are the same Darkholme, I know what choice Rogue and Kurt will make, the right one, are you going to fight against your children?" Carol asked.

"They're not my children!"

_**"Well that takes away all of your depth," **_Aeon muttered.

"And who says we're going to side with you? Especially if you intend to destroy our world?" Rogue asked.

"Marie, they're offering a way to save us without destroying our world," Bobby said.

"Yes, if we keep pushing we'll leave them no choice," Colossus said, with Kurt nodding in agreement.

"We won't cross that line," Blue Marvel said.

"Even though we may have to," Black Panther said.

"ENOUGH!" Magician yelled.

He fired an energy blast, knocking Carol across the street.

"We all know that this is only going to end one way, if you're not with me, then you're against me," the reality manipulator conjured several swords and sent them flying at the 616 Ultimates.

Blue Marvel easily crushed the blades, whilst Cap stepped in front of Black Panther and deflected them.

"We're with you, do whatever you have to save those other worlds," he said.

"Sorry Cap, but I'm not throwing away my happiness," Giant man said as he grew.

"Damn it Hank," Wasp muttered.

"KILL THEM..."Magician's order was interrupted, as Aeon fired an energy blast into his chest.

_**"That's not a very saviour thing to say," **_he said.

Thor immediately called down the lightning, hitting Aeon and Blue Marvel in the back.

"NAY! I WILL NOT GIVE UP THIS WORLD OR THE WORSHIP I HAVE GAINED!" Odinson roared.

Carol suddenly flew into Thor, moving as fast as a bullet, and hitting him so hard that the other heroes were knocked down. Magneto raised several pieces of metal, sending them flying at the 616 heroes. Cyclops hit Chavez in the back with an energy blast, and Valkyrie swung her sword at Black Panther. T'Challa's 1610 counterpart deflected Valkyrie's blade with his wrist claws.

"We've worked so hard to protect this world, we can't stop now," Reed said.

"I agree, as always Reed," Sue said.

Thing attempted to tackle Blue Marvel, only for Colossus to intercept him. The metal and rock giants rolled across the floor, trading punches. Invisible Woman trapped Blue Marvel in a force field, and Reed wrapped around Spectrum. Monica changed into her light form, forcing Reed off of her. Sue raised her other hand to trap Monica, only for a blast to hit her in the chest.

"Ali, why would you give up on this life?" Angel asked, shocked by his girlfriend's actions.

"They're right Ali, if this world is just a construct, we can't sacrifice other, real worlds for our survival," Dazzler explained.

"We're real, I know I love you," Angel retorted.

Sabretooth sudden roared, grabbing Dazzler by her neck and lifting her off of the floor. Angel widened his eyes as Ali's neck broke under Victor's grip.

"KILL EM ALL! AND LET GOD SORT THEM OUT!" Sabretooth yelled.

He jumped at Shadowcat, only to pass straight through her. Kurt teleported, dodging the swipe of Toad's tongue. Beast jumped and kicked Sabretooth across the face. Wolverine drew out his claws and attempted to slash Cyclops, only for a metal beam to hit him in the back.

"I'm sorry, but I must protect this peace, no matter the cost," Magneto said.

He threw his hands forward, sending a flurry of metal spikes at the betraying X-men. Shadowcat grabbed Rogue, phasing her through the projectiles. Nightcrawler teleported, and flipped in midair. He teleported again, dodging a few more spikes. Bobby created an ice shield around himself and Angel, who cradled Dazzler's body in his arms.

"Do you see what you fools are doing?" Magician asked, firing energy blasts at the 616 Ultimates.

Aeon formed shields in his hands, deflecting each blast. Carol, Spectrum and Chavez flew around them, and Blue Marvel took the blasts. He was about to counter with a blast of his own, when a wave of fire hit him from behind. The Human Torch threw one fire ball after another at Blue Marvel.

"You are sending this world back to the hell it once was," Magician said.

"Not by choice," Iron man retorted, hitting Magician in the back.

Chavez ran towards the Thing, punching him away from Colossus. She cracked her knuckles together before jumping at Valkyrie, dodging the swipes of her sword and punching her. Blob yelled, annoyed by Wasp repeatedly shooting him. Giant man attempted to grab Cap and the Black Panthers, but all three proved too fast and acrobatic for him.

"EVERYONE STOP IT PLEASE!" Sven yelled.

He widened his eyes as an energy blast flew towards him and Faith. Suddenly, Quicksilver ran into them, picking them up and running them to a safe distance from the battle. He then ran towards the X-men, throwing Wolverine and Cyclops away from one another, redirecting the battle Storm and Jean towards the ground. When he rushed off, both women slammed into the grass, messing up their hair and staining their costumes. Quicksilver ran around energy blasts, ducking underneath Thor's flying hammer and jumping over Wasp. He bought his fist up and slammed it into Mastermind's face. Then ran towards Beast and Nightcrawler. He began grabbing and attempting to redirect the spikes his father had thrown. Nightcrawler again teleported and Pietro ran to catch the spike heading towards him. But he was too late, to him, the spikes slowly pierced both Beast and Nightcrawler.

"NO!" Pietro yelled.

He gripped his side, wincing as he felt the shrapnel in his belly.

"Everyone's dying," Sven said.

He held Thane to his chest, trying to calm the baby's cries. Faith lowered his head and put her hand on Sven's shoulder.

"That may be what needs to happen," she said.

Sven looked at his wife in horror, and then behind him. Aeon stood there with his head low.

_**"I'm sorry," **_he said, his eyes glowing as he began to approach the couple.

* * *

Earth 1610

Spider-man, Hulk and Iron man were jumping, and flying across the Helicarriers. Peter would swing between Legionnaires and Machine men, throwing Cap's shield with more strength and accuracy than the original wielder would. He beheaded Legionnaires, and took out the battle harnesses of the children of tomorrow. Hulk landed on the helicarriers, causing them to tilt, all the while smashing the groups of Legionnaires he held into the ground. Tony flew between the children of tomorrow, hitting them with repulsor blasts and missiles. He ejected from his armour as one of the soldiers thrust hits blade into the Iron patriot armour. The armour then broke apart, flying in separate directions and hitting the children one by one. A black and silver version of the Iron man armour covered Tony, and he flew into the fight again. Guns locked onto his shoulders and arms, and Tony began shooting the children of tomorrow around him.

"We're outnumbered," Tony said.

"NO SHIT!" Jimmy yelled over the radio.

He took several slashes from Hellcat, attempting to hit her back with his claws. She jumped over him, digging her nails into his back and throwing him across the room. Colossus and Luke Cage slammed their fists together, Luke pushed Colossus off balance and then punched him across the face. Iceman and Hellstorm clashed in a confrontation of fire and ice, metal around them melted, or froze. Black Knight swung his sword down on Rogue and Storm, forcing both girls to dive out of the way. Storm shot electricity from her hands, hitting Black Knight in the back. He turned around and hit her with his shield. Nighthawk grabbed Rogue by her neck and slammed her into the wall.

Meanwhile, the Agents of S.H.I.E.L.D. continued fighting the agents of S.H.I.E.L.D. May kicked one man across the face and tripped another onto the floor. Coulson got another agent in a choke hold and knocked him out. He took out his Icer and emptied the clip until every guard that blocked his path was down. On the floor above them, Hunter and Mac charged onto the bridge, taking cover as bullets flew towards them. Hawkeye took an arrow out of his quiver and knocked back his bow. He aimed at the agents, but hesitated, wondering if Fury truly was doing the right thing.

"Hawkeye, put down all enemy combatants quickly, lethal force is authorised, we need to put an end to this now," Fury said over the radio.

Clint grit his teeth together and looked out of the window. Iron man tore off a Legionnaire's head and took several blasts in the back. A helicarrier was falling towards the ocean, and the Hulk jumped onto another Helicarrier, only for a gang of gamma enhanced soldiers to pile on top of him. Spider-man stood on a Machine Man, swinging a legionnaire like a morning star into his enemies. He then hammer threw the drone away and ran down the Machine man's outstretched arm, jumping and firing web lines at the Gamma soldiers. The Hulk then punched each one back, grabbing the last of them and throwing them at the bridge of the Helicarrier.

"Release the Deathlok troops," Fury said.

Hatches on the decks of the helicarriers opened, and cyborg soldiers stepped out. A whole regiment stood in front of Hulk and Spider-man, raising the blasters on their wrists. They began firing, pelting the Hulk and forcing Spidey to hide behind the shield. He blocked one blast after another, only for one to hit him in the belly. The force threw him onto the floor, singing a bit of his costume. Iron man suddenly landed beside Hulk, his guns blazing. When the weapons were taken out, he used his repulsors, clearing a path for Hulk to run through.

"Hawkeye, where are Coulson's agents?" Fury asked.

"At least half are trying to take the bridge sir," he said.

"Put them down Barton, the Liberators have already found Coulson himself."

Fury looked through the eyes of his mind controlled Liberators. Coulson, May and Simmons had to go through them to reach the cargo bay.

"How are the Liberators alive sir?" Hawkeye asked.

"A project from the late Hank Pym," Fury said.

At that moment, he gripped his head, seeing images of Hawkeye dying.

"You mean, the Jocasta project," Hawkeye said.

Images continued to bombard Fury's mind. He saw an Earth blowing up, he saw Helicarriers shooting one another, Agent May being ripped apart by the Abomination. The visions stopped with him being on a desert, a brown haired man pointing a gun at his back.

"The Jocasta project was a way to repurpose the bodies of criminals," Fury said.

"No it wasn't, Hank wanted to use it to bring back Janet," Hawkeye retorted.

Images haunted Hawkeye to, but they weren't literally, just his recollection of Janet and Hank's horrifying deaths. He remembered meeting Swarm, repaired as Red Wasp.

"You wasted that, on them?" Hawkeye asked.

"I didn't waste anything Barton, now follow my orders!"

"You could have bought back Janet, could have bought back so many better people," Hawkeye muttered.

"WE NEED THEM! NOW STOP COULSON!"

Hawkeye shook his head and fired his arrow into an agent. He then pulled out another arrow and sent it flying through another agent's eye. Noticing the Ultimate's change in allegiance, Hunter and Mac popped out of cover and began shooting the other agents. Bobbi and Fitz ran onto the bridge, Bobbi jumped and kicked an agent, throwing him onto a console. Fitz ran up to one of the computers and began typing at him. He bought up the Helicarriers weapons and began to target the ones that didn't have super heroes on them.

"Targets locked, time to deal with the Ultron AI, uploading virus," Fitz said, inserting a disc into the computer.

The Iron legionnaires suddenly began falling out of the sky, and the Helicarrier fired at the neighbouring carriers.

"Science beeatch!" Fitz said, throwing his fists up.

"Target the City ships, we can't let them reach orbit," Bobbi said.

On the lower deck, Hurricane dodged the shots from Coulson's Icer and punched May several times, before throwing her by her leg against the wall. Coulson slid underneath the Abomination, shooting the Icer at his groin.

"Okay, that's useless," he said, barely dodging Perun's hammer.

"Fitz, the liberators have cybernetics like the Deathlok troops, that might apply to anyone else under the General's control," Simmons said.

"You're right, New Ultimates, X-men, Fantastic three, have you encountered anyone you shouldn't have?" Fitz asked.

"Definitely," Miles said, dodging a vibration blast from Quake.

Dagger threw light blades into Wonder man's chest, and Bombshell hit the Tigra with one of her blasts. Shadowcat and the Vision were engaged in a game of cat and mouse, chasing one another through walls. Cloak was barely able to teleport away from the Black Knight's energy sword.

"We've definitely encountered people we shouldn't have," Sue said.

She was shielding herself, Ben and Johnny from attacks launched by robotic duplicates of the dead Ultimates.

"We could bring down the Jocasta project legion the same way we did Ultron, by bouncing the counter signal to each carrier," Simmons explained.

"Yes, except this time we're not destroying them," Fitz said.

"BETTER HURRY UP!" Iceman yelled as Hellstorm hit him with a blast.

Fitz uploaded the program, bouncing the signal from one carrier to another. Deathlok troops suddenly turned on the agents under Fury's command. But more importantly, the West Coast Ultimates, the Defenders and the 'resurrected' Ultimates were returned to their original selves. Fury saw all of this with his eye, and let out a string of curses.

"Prepare a transport for me, Reed keep trying to get to the other Earth's atmosphere," Fury said.

He walked down to the hanger, where a Quinn jet modified for space travel was waiting for him. An Anti-matter bomb had already been loaded onto it. Fury climbed into the piloting seat, gripping his patch as the Watcher's eye flared. He was again bombarded with images of portals appearing across an Earth. His eye widened as he looked at the path ahead. Standing there were the heroes, everyone he had manipulated, the heroes of his Earth. The Liberators and Ultimates actually stood together, Tony stood with the robotic duplicates as if they were the originals. Two Spider-men stood together with the other young New Ultimates, whilst the Falcon had arrived to aid the remaining Fantastic four and X-men. Most surprisingly of all was the presence of Coulson's agents.

"It's over Fury, it's only a matter of time before we stop the Children of tomorrow too," Coulson said.

"You may have increased your numbers, but there's still no hope for you, the forces of the City are massive, already they'll be hitting orbit, none of you are fast enough to stop them," Fury explained.

"That's where your wrong, cause we've bought friends with us," Susan Storm retorted.

High in the sky, the ships of the city were faced with obstacles of their own. Fury saw the portals open in the sky, and the emergence of heroes from other worlds. The 610 Avengers flew around the Maker's capital ship, hitting it with energy blasts from all angles. From Earth 65 came the small force that Spider-woman had gathered. Rick Jones-Hulk released an atomic blast from his chest, hitting the soldiers that flew around him. The blast tore a hole through the ship he fired at, Iron woman then flew inside and fired the heat lasers on her wrists, cutting apart vital spots on the engines. The 65-Aeon landed on the deck of one ship and raised his hand, multiple blades appeared around him, shaping together to form one giant blade. He crashed the blade through the bridge, crushing it and knocking out the pilots through an attack on their souls.

"All right web warriors, ATTACK!" Ultimate Spider-man yelled as the Spider-mobile/tank crashed onto one of the city ships.

Spider-men of various worlds jumped out of the tank, filling the air with the familiar 'thwip' sounds of their web shooters. Spider-man Noir fired his revolver, shooting a city soldiers in the head. The Spider-man of the year 2211 tore apart a soldier's battle harness, whilst an unmasked Peter Parker with the Falcon's wings webbed up another. The Spider-man mech Leopardon and SP/dr smashed their fists through the deck of the ship they were on. The armoured Spyder-man then fired blasts of energy from his armour, hitting the inside of the ship.

"All right Web Warriors, time for a retreat, great, now I'm doing it," Spectacular Spider-man muttered.

Earth 610 Avengers struck like an organised military unit. Fighters like Terry and Peter hit the soldiers, whilst Hyperion and Zarda respectively tore and cut their way through the hull of the capital ship. Captain America rode across the ship on his bike, rebounding his shield off of his enemies. Falcon then caught the shield in midflight and dive bombed a soldier. Thor threw his hammer through the bridge, hitting the Maker and knocking him into one of 610 Susan's barriers.

"It's over Reed," she said.

"Oh I don't think so, we have more than the basic military force on our side," Reed smiled.

Fury however grit his teeth together in anger, squeezing his hands into fists.

"Damn you people, for taking it this far, HELA! MEPHISTO! I ACCEPT OUR DEAL!" he yelled.

Portals of fire suddenly appeared around the heroes, and demons from Mephisto's realm flew out, swarming the heroes. Then appeared portals of pure darkness, followed by the emergence of Undead Asgardian warriors, and the winged Valkyrie.

"I'm sorry," Fury said, before pulling a trigger.

The gatling gun on the jet rolled, cutting through the Captain America and Black Widow duplicates.

"FITZ!" Mac yelled, as a bullet struck the man's chest.

"NO!" Simmons screamed, dropping at Fitz's side.

"Ty, we need to," Dagger gagged as a blade slid through her chest.

Cloak looked at his girlfriend in horror, before grabbing the Valkyrie who stabbed her, and sending her into the dark dimension.

"Oh god, Tandy, hold on," he whispered.

May gripped her side, falling into Coulson's arms. He put pressure on her gunshot wound and looked at the other heroes, the Thing's arm had been broken off, Power man was holding a bullet covered Nighthawk and the West Coast Black Knight had been completely destroyed. Fury however didn't care, at least not enough to stop himself from flying forward. Peter's spider sense blared as he jumped, holding Cap's shield forward and crashing through the Quinn jet. He slammed into Fury, throwing him off of his chair and punching him across the face.

"HOW COULD YOU FURY! HOW COULD YOU!" Peter yelled.

He punched Fury again and again, the lenses of his mask growing wide as the man took a hold of his wrist.

"I'm doing what I have to do Peter, I was so glad to find out that you were alive, you can still be our world's greatest hero," Fury said.

"Not if I have to answer to you," Peter retorted, before Fury threw him to the back of the jet.

Peter stood up and fired a web line, only for Fury to grab it and pull him into his fist.

"Auto pilot will still send us to that other Earth Peter, we'll travel along the Incursion point, you haven't stopped anything," Fury explained.

"I can still stop you now," Peter said.

"That's how it started Peter, this modern age of Marvels started with you, and unfortunately it'll have to end with you," Fury said, drawing a knife from his belt.

Peter held Cap's shield in a defensive stance and charged towards Fury.

* * *

Earth 610

A roar echoed through the streets of New York, a roar of pain and anger. Marching across the street, was the black and gold armoured form of a being that possessed both the spirits of vengeance and heroism, he was both Aeon and Deathblade. But there wasn't just a darkness in the boy's eyes, but in his soul too. He walked through the streets, twisting his head around and yelling in agony. Purple flames appeared in his hands, and when he threw them forward, they blew up several vehicles on the road. Then he yelled, creating a shockwave that shattered the glass around him.

"Wow, that is a powerful burp," a voice spoke from one of the rooftops.

The young hero didn't expect the berserk monster to hear him, or to even look up at him. Miles Morales quivered slightly under his mask. Even with his friends Ganke and Judge beside him, he guessed the fight was going to be tough, his spider sense was warning him of danger being in the very presence of this monster. Ganke shivered slightly, even with the strength the gold and silver armour he wore, he was still afraid. Likewise Judge was scared too, the computer on his black and purple armour told him that the berserker was giving off more and more dark energy with each passing second. Respectively, the three teens were Tarantula, Prodigy and Hornet, the 'Slingers' of their team the Young Avengers. The Dark Aeon snarled before jumping upwards.

Next Chapter 16: Battle for a reality part 2: Ultimate Marvels vs. Ultimate Evils


	16. Chapter 16

Disclaimer: I don't own Marvel

A few days ago I watched Captain America Civil War...for the third time :)

I can honestly say, it has the best version of Spider-man seen on film, and is one of the best films Marvel has released so far :)

* * *

Ultimate Aeon Origins Reboot

Chapter 16: Battle for reality part 2

**Earth 1610-Dark side of the mirror**

Magneto checked on his people, the refugees, humans and mutants alike. Fortress X was buckling under the pressure of supporting the population, but it wouldn't be this way for long. Erik had faith that he could get the Fortress to Galactus's ship. Gambit's heroic sacrifice had made it ripe for the taking. All there was left to do, was for Magneto to raise the fortress up. He walked into the main control centre, removing his helmet and placing his hands on the control nodes. The mutant energies of the great machine Xavier, flowed through him. Erik let out a yell as the mutant energies sparked around him. He raised his hands, thus beginning to raise the fortress. The mutant defenders cheered as the blasts fired from the Latverian tanks futilely flew up at them, only to fall back down again.

"Father," Polaris gasped, seeing the great strain it was putting on her father.

She wasted no time in joining her father, touching his shoulders, and magnetically drawing some of the energy into herself. Polaris added her own commands, precision and control over metal to the raising of the fortress. If either one wavered for a moment, then the fortress would fall and the millions left would die. Both father and daughter gripped one another's hands tightly, and together pulled every bit of power into raising the fortress. Down below them however, in the Savage land, the silver and gold armoured Lord Doom looked at the great fortress in disdain. He pushed several buttons on his gauntlet and smirked beneath his armour.

"The time has come," he said.

* * *

**Earth 1610-Fading light**

Sven looked at his counterpart, Aeon, a hero on his world. Yet he was suggesting something, that Sven knew he couldn't do. Something Faith seemed willing to do. He stepped in Faith's way, ready to fight the older man. Aeon removed his helmet, revealing the saddened look in his eyes.

"If your Faith is anything like mine was, then I know you don't want to give this up, and I know she will," he said.

"Shut up," Sven shook his head. "Don't you go putting ideas in her head," he said.

"Sven, there's no other way," Faith said.

"Then it's their job to find another way," Sven retorted, glaring at his counterpart.

Aeon lowered his head and sighed in defeat.

"You're right, we should be finding another way, tearing ourselves apart to find that other way, which is why I'm not going to let this happen, I may not be a scientist like Adam or the ruler of a country like T'Challa, but I know what the right thing to do is. And I am not going to lose another wife and child," he explained.

Sven and Faith widened their eyes slightly. The older Sven however simply smiled and put a hand to his ear.

"Carol, can you break up the fight, I have a way to save this world," he said.

"Have you found something all the other egg heads haven't found?" Captain Marvel asked.

She and Iron man were engaged in an aerial shoot out. Down below, the first Ultimates had been broken apart. Giant man was taking blasts in the face from Wasp, Hawkeye and Black Widow were engaged in close quarters, Cap was blocking energy blasts from Cyclops and Wolverine was fighting both Black Panthers. Aeon however remained calm, red marks glowing across his face.

"At the moment your Earth impacts with that other Earth, I will fuse the two planets together," Aeon said. "Both worlds will become one, and everyone will live!"

* * *

**Earth 1610-Orbit**

Peter knew that the only reason he could hold his own against Fury, was because of his superior strength. Fury himself though was unrelenting, coming at Peter with everything he had. Spider-man knew that Fury fully intended on killing him now. There was nothing left of the man he respected before, or perhaps that man never truly existed. Fury dragged his knife across Cap's shield, and tried to snatch it from Peter's grip.

"I can do whatever a spider can remember?" Peter quipped.

He rolled back, throwing Fury against the wall. Then he threw the shield, bouncing it off of the walls repeatedly, and hitting Fury in the face repeatedly. Rather than go down however, Fury struck back, grabbing the shield and brandishing both it and his knife. He ran forward, attempting to slash Peter. Peter pulled his head back, only for Fury to backhand him with the shield. Adjusting his footing, Peter grabbed Fury's knife hand and blocked the shield with his left. Fury kicked the wall, pushing himself and Peter into the wall behind him. He slammed his elbow into Peter's gut and reversed his grip on the knife. Peter moved just in time, the blade snapping against the wall. He smacked the back of Fury's head with his elbow, knocking him to his knees.

"You can still stop this Fury, you nobody else has to die," Peter said.

"It's one Earth or both, do you think things would be different if this Earth had our technology?" Fury asked.

"I don't think it's our call to make," Spider-man retorted.

He fired a web, hitting the shield. Fury pulled Peter towards him, and thrust forward with the shield. The force of the blow threw Spider-man against the wall.

"It's always been my call Peter," Fury said.

Spider-man looked at Fury for a moment, squeezing his hands into fists. He suddenly tore his mask off and glared at Fury.

"AND WHAT GREAT CALLS YOU'VE MADE FURY!" he yelled.

"Building up the Ultimates into an army and antagonising other nations, thinking Thor was the traitor, buying all that 'evidence' that just happened to appear when Thor started talking about his brother Loki, invading another country, pretty much guaranteeing retaliation from those who weren't going to take your shit, believing Cap was the traitor...hell pretty much suspecting anyone **but **the ex-Russian spy, who was a complete bitch. Making a spider slayer to stop me, when I've only ever been taking out bad guys, working with Doom to get Intel on other worlds, invading the said world just to avoid getting caught."

"Cheating on your wife, using Hank Pym's Jocasta project to bring back anyone **but **the person he originally intended it for, unleashing the Red Skull, getting hundreds of innocent people killed, letting Gregory Stark double deal with other nations, jumping at the chance to attack Danvers and get your director status back, which incidentally you get, and still shit happens, that your presence as director pretty much did nothing to avoid or lessen the impact of. Oh and I also happen to get killed during that time!"

"So tell me Fury, on what Earth could you possibly be the guy who makes a difference?"

Fury remained silent after Peter's rant was over. He then slid open one of the compartments, revealing a rack full of guns.

"There are still many other Earths Peter, I'm sorry," he took out a grenade launcher and aimed it at Peter.

Peter's spider-sense blared as Fury fired the weapon. He shot a web, latching onto the grenade. Without hesitating, he flung the explosive back at Fury. The general weaved his head to the side, widening his eye as the grenade flew at the jet controls.

* * *

**A Marvellous world**

Marcus could hear a grand explosion, one no other person on Earth could hear. He heard it over the roar of the ocean waves. Standing on a cliff face, overlooking the sea, Marcus had contemplated his life, this world and the future. The wind blew at his long hair and beard. He had lived on this planet for twenty five years, yet had always felt like an outsider. His father had instilled in him a belief, that the world wasn't ready to meet a person like him. Yet, Marcus heard everyone's cries for help, and the bad things that happened in the world.

Genosha was in a state of civil war, and had been for the past seventy years. People had grown up with a government seemingly dedicated to the ethnic cleansing of those that didn't match the government's vision. Though when that government was overthrown, many called for the violent isolationist approach of the previous government. The West only escalated things with their 'peace keepers', even charities in a small way added to the conflict.

Disasters were happening across the world, ones without explanation really. Singularities appearing in Africa, tsunamis striking Asia, Volcanoes suddenly appearing where they didn't use to be. In New York debris fell from the sky, and creatures called 'Moloids' rose up from the ground. A dragon like monster rampaged through Tokyo, and saucers were flying around Mexico. Yet, years from now, Marcus knew that the world would either try to deny what had happened, or control it, as they did his kind.

The least he could do, was try and help where he could. Even if it meant shattering another planet.

WDRA-World disaster response agency-VTOL-Vertical takeoff landing craft-Egyptian Airspace-Two hours from collision

"Triskelion, Watcher's on the wall have located possible landing zone for Outsiders," the commander said.

He was a brown haired man, dressed in combat gear and desert camo. Behind him, his fellow soldiers checked over their weapons. One of them, a muscular man with a thick moustache, and a bowl hat on his head, loaded several cartridges into his shotgun styled weapon. He cocked the weapon and placed it on his back. Dugan looked at the commander, a man who was only seemingly younger than him. He'd fought in World War 2, with the legendary Invaders. Dugan's 'immortality' was owed to the fact that he was a machine.

"Please verify," the metallic voice, belonging to the commander of the Triskelion, echoed over the radio.

"Call sign Howler, authorisation code 616, Watcher's on the wall have located possible landing zone for Outsiders, we've spotted possible landing craft," the commander explained, his voice quick, showcasing how much the protocol annoyed him.

"Howler, is it an O-8-4?" the Triskelion commander asked.

"Jesus Carter, it's a VTOL modified for space travel, I think we can pretty much guarantee Selvig's theory on this incident is correct," Howler said.

He huffed as the commander chided him, but barely paid attention.

WDRA Headquarters-Washington-200 miles below Lincoln memorial-Codename Triskelion

Margaret 'Peggy' Carter shook her head at Howler's lack of dedication to protocol. But the man's dedication to his job, and his effectiveness on the field, those were things Peggy would never shake her head at. Part of her wanted to be out there, but looking at her reflection on the computer screen, she acknowledged that she would only be a liability. She appeared to be in her seventies, but was much older. What gave her longevity, was nowhere near as effective as what made Howler such a good soldier, it eclipsed even the super soldier serum that empowered her long lost lover.

"Agent Hill, I need Doctor Selvig in here now," she spoke into the radio.

"Yes Ma'am!"

A few minutes passed and the door of the command centre opened. Doctor Erik Selvig walked onto the platform Peggy stood on, flanked by Agent Matthew Hill. The veteran agent looked at the displays of disaster areas with the same nervous expression most of the agents had. They all had family at stake, though in the case of Hill, his daughter was right in the middle of it. Peggy had to have trainees sent into the field. In fact, she wondered if she would have to drop the facade that was the 'World Disaster Response Agency' and simply announce to the world what they truly were.

"I never thought that being right would make me feel so awful," Selvig said.

"I need clarification Dr Selvig, Stark-Tech satellites managed to record these images," Peggy said, bringing up the photos on the main screen.

They showed the blurred and faded image of another planet, getting closer with each shot. Selvig looked at the images with the same horror everyone else did. Even the renowned physicist and expert in theoretical sciences was at a loss for words.

"I understand you have family and friends in danger Dr, so for their sakes, tell us everything you can," Peggy said, calmly approaching the Doctor and touching his shoulder.

The contact was enough to snap the man out of his daze. He nodded his head and walked up to the computer, taking control of the main screen. Opening a paint program, he began to draw numerous circles.

"Physicists have speculated and debated the existence of multiple dimensions, as we already know, the universe is a wide place, so what if there are other realities?" he spoke as if he was at one of his lectures, drawing lines between the circles. "These other worlds occupy the same space as ours, but vibrate at a different frequency, and so we can never see those other Earths."

"Sounds like the science fiction books my niece used to read," Peggy commented.

"These other Earths could be identical to our own in many ways, and far different in others. For example on that Earth you could be an elderly lady, living with a family, or a Carter family as you recognise it may not even exist in that world," Selvig explained.

Peggy nodded her head in understanding, taking over on the computer and bringing up the image of the other Earth, and the map that showed the numerous disaster zones.

"So tell me, why can we see it now?" she asked.

"That's where I have only theories Director Carter," Selvig rubbed his hands together, and sighed in defeat. "Perhaps someone on that Earth, or perhaps even on our own found a way to match the vibrational frequencies, and have thus doomed both worlds. Or this is a deliberate attack of some kind, perhaps the technology on that world is so advanced that its possible for them to conquer other worlds. Then there's the even more terrible idea...one I pray isn't true!"

"Don't keep us in suspense Doctor," Peggy said.

"We believe in a big crunch, the breakdown of the universe as we know it, maybe the 'multiverse' itself has begun to break down," Selvig said.

"To hell with that," a voice echoed over the radio.

"Howler," Peggy bought up the image of the WOTW's (watcher's on the wall) VTOL.

"Focus on coordinating peacekeeping and rescue efforts Carter, something tells me we'll be getting the answers," Howler said.

* * *

**Earth 610**

Miles's spider sense was blaring, so loud that it actually hurt. Whatever the black armoured creature war, simply being in its presence was a danger. He jumped off of the building, followed by Prodigy and Hornet. Ganke removed a metallic disc from his belt, it immediately grew into a hover pad. Hornet wings slid out of Judge's back, and his hands shaped into a pair of sonic cannons. He fired blasts of pure noise at the creature's back, pushing it forward slightly, and crumbling the floor it stood on. The monster fell through three floors of the building, causing those inside to run and scream.

"Nice job Hornet, now it's my turn," Prodigy said.

He jumped off of his platform, crashing through the window. Ganke chanted a few words, and moved his hands, forming magical runes of energy from different realms. The runes suddenly flew at the armoured creature, latching onto its back, and spreading across its body, taking the form of purple cracks. Tarantula fired a web line, wrapping it around the creature's waist. With a tug, Miles pulled the creature out of the building. He flipped in midair, and then slammed his feet into the creature's chest, sending it falling to the ground.

"Well, that was easy," Ganke said, jumping back onto his platform.

"A little too easy," Judge muttered.

Ganke and Miles both looked at their friend.

"What?"

"You just had to jinx it," Miles said.

The lenses of his mask narrowed, and his enhanced vision zoomed in on the crater left by the creature. It stood up, growling as it raised its hands. Then it slammed them down, sinking itself deeper into the ground. It roared, the mouth area of its helmet opening line a jaw. The roar was so loud, so angry that it the three boys felt their hands shake. It looked up, the purple cracks on its armour fading, and the jaw sinking back into its helmet. The armoured creature stood there, looking calmly up at the three heroes.

"Something tells me he's about to...AND HE IS!" Miles yelled, his spider sense flaring.

The armoured creature jumped upwards, slamming its fist into Hornet and sending him flying into the clouds. It landed, leaving another crater in its wake. The black eyes on its mask glowed as it glared at Miles.

"ALL OF YOU GET BACK!" Miles yelled at the people in the building.

But instead, the creature fired an optic blast, into the ground floor. Moving its head, it swept the beam through each floor, leaving a trail of melted glass. Miles jumped, narrowly avoiding the beam. Ganke jumped off of his platform, his cloak flapping behind him.

"Okay, time to do this the old fashioned way," he said.

He punched the armoured creature across the face, knocking it back slightly. Prodigy followed with two more punches, one to the gut and a second to the face. Pulling his fist back, Ganke charged his fist with energy from another world, drawing on what Stephen Strange Senior was teaching him.

"Eat your heart out Iron fist," Ganke grinned.

But quickly gasped, as the creature easily grabbed his fist. It growled, bringing its face closer to Ganke's. He threw another punch, only for the creature to grab his left hand. Bending his arms, the creature forced Prodigy to his knees. Tarantula suddenly appeared behind it, and stuck his hand to its neck.

"Okay, this is the part where you act like you've been kicked in the balls," Miles said.

Static electricity suddenly threw Miles away from the armoured creature. Then Ganke screamed, as he was lifted off the floor and slammed repeatedly against the road. The creature swung him into the ground, into lamp poles, fire hydrants and parked vehicles. Slamming Ganke repeatedly into the ground, the creature left a Ganke shaped silhouette on the road, before stepping away from the groaning teen. It raised its hand, charging its fist with a black fire. Suddenly, a blast of energy slammed into the creature's chest, making it stumble back.

"GET AWAY FROM HIM!" Hornet yelled.

He put his arms together, forming a cannon connected to his chest. The barrel of the cannon rotated, and began to expand. Judge fired, covering the creature's chest and face with energy. He widened his eyes as the creature began to walk towards him, moving its hands through the energy. It shoved its fist into the cannon, causing an explosion that blew off Hornet's chest plate, and sent him flying back. Miles rubbed his head as he got up off of the floor, trembling as he looked at the creature.

"Well, at least this place seems clear of civilians," Miles muttered.

The creature jumped upwards, diving towards Miles. He braced himself for impact, but widened his eyes as a thread latched onto his back. Suddenly, Miles was pulled away as the creature landed. He landed on his back, rolling backwards until he stopped at the feet of his saviours. Aaron narrowed his eyes at the creature, his costume partially matching Cheyenne's. The Talon and her father both analysed their opponent as he began walking towards them.

"Ever sneak into warehouses, take some other gear?" Aaron asked her.

"Stealth and finesse is more my thing, plus these," Cheyenne drew out the claws on the fingertips of her gloves.

"Disappointing, me? I don't limit myself to stealth and finesse," Aaron stretched out his hands, squeezing them into fists.

Suddenly, energy blasts flew from his hands, slamming into the creature and throwing him into a car. Cheyenne looked at the Spider-man's gloves, shocked that they had Shocker's gauntlets on them. Aaron raised his eyebrows as the creature stood up, clicking its neck into place.

"This isn't going to be as easy as we thought," Cheyenne said.

"No shit," Aaron muttered.

* * *

**Earth 1610-The true world at war**

Sue saw them, Coulson and Cloak, both holding the people they cherished the most in this world. Despite the war and chaos going on around them, they took the time to say some form of goodbye. For Susan though, she had to settle for gripping Ben's hand. He squeezed her hand in his human form, but he wouldn't settle for that. They embraced, their foreheads pushed together. The wreckage from destroyed city ships fell on top of them, bouncing off of the barrier Susan had created.

"This, truly is the end isn't it?" she asked.

"We can still try to at least clobber the people responsible," Ben said.

His body became bigger, and his skin changed into the familiar orange rocks that people remembered. Sue nodded her head in understanding, looking across the carrier to her brother Johnny. He was already in Human Torch form, looking up at the version of him from Earth 610. Flying upwards, Johnny flew in front of his counterpart.

"Ready to heat things up?" he asked.

"You bet," 610 Johnny grinned.

The Human Torches increased the heat they generated, flying around one of the city ships. Grabbing each other's hands, they increased their speed, leaving a trail of flames behind them. They flew around the ship so fast that its armour began to melt. Above them, Falcon dropped the 610 Ben Grimm, who changed from energy, to rock form and crashed through the ship, coming out of the other side like a missile. On one of the Helicarriers, the 610 Cap led an attack against the demons and children of tomorrow. The Jimmy Hudson's of both worlds cut their way through waves of demons. A Vengeance demon suddenly landed in front of them, only to be knocked off of the carrier by a shockwave. Quake released another shockwave, pushing back the children of tomorrow in the air.

"The least we can do, is avenge everyone," Tony said.

He pushed a few buttons on his gauntlet, far away, in the tower of the Future Foundation, a hatch opened on the roof.

"Preparing to activate Natasha," he said.

Plates of black and red armour flew from the building. Tony created numerous holographic screens, activating numerous projects he had formed over the years. On the streets of Brooklyn, an entire building opened up, shocking the people who had lived there.

"Activating Hank and Janet," Tony narrowed his eyes at Richard's capital ship.

It had already reached the atmosphere, despite the efforts of the 610 Hyperion and Power Princess. They were both surrounded by children of tomorrow, one cutting them apart with her sword, the other tearing them apart with his bare hands and blasts of his heat vision. Reed widened his eyes slightly as a hologram of Tony appeared in front of him.

"I bet you patted yourself on the back when you and Fury looked at the Jocasta files, when you did what you thought I didn't," Tony said.

"Of course, I've always been smarter than you Tony," Reed said.

"Arrogant until the end," Tony shook his head, "Activating Steve, you see I'm not some copy cat, and I'm not as callous as people think I am. Hank gave everything to stop the Multiple men, and do you think I was really the kind of man to just abandon his last request?"

Reed didn't answer the question, but it clearly shocked him, his mouth just hung open as Tony continued pushing buttons on his gauntlets.

"Activating Matthew, you didn't think I was only drinking and going to parties in all that time did you? There is a lot more to me than that, there has always been a lot more to me than that. Tell me...all that time I was drinking, why do you think I never got drunk?"

"What are you getting at?" Reed asked.

"All those times you saw me with a drink, and yet I was never drunk, why do you think that is?" Tony asked.

Reed bought a hand to his chin, his mask slid aside and he looked at Tony's hologram in shock.

"Activating X!" he grinned.

In Westchester, the graves of certain X-men, suddenly began to slide open.

"It's easy to underestimate a man whose drunk all the time, it's easy to think 'this man is no threat, this man, couldn't possibly be smarter than me,' now I'm going to admit something people already know, that I'm an egomaniac, I like proving myself to be the smartest, and when people underestimate me, it gives me plenty of chances to prove how smart I am."

Suddenly, Tony crashed through the front of the ship, wearing his hulk buster armour. His face plate slid down and he grinned at Reed.

"I'm also a futurist, so when I see a system that can be used, to effectively resurrect someone, do you think I'm going to use it for one person, and just keep that person the way they are? No, over the years I had plenty of time to get additional data, to make some upgrades, to scrape some DNA off of furniture, or off of bed sheets," Tony winked.

"You didn't," Reed growled.

"Yeah, I admit that was a little creepy of me, but the end results, were Mighty!" Tony smiled as he raised his hands.

"Allow me to present, back and better than ever...the Ultimates! My IRON ULTIMATES!"

Tony's voice echoed through the ship as hatches were hacked open. Children of tomorrow in the hanger, looked to see a winged figure floating in front of them. His gigantic metallic wings stretched outwards. Purple smoke suddenly appeared behind the engineers and a three fingered hand smashed into their faces. An purple energy sabre even cut their weapons apart, and blasts of yellow and red light threw them against the walls. Several of the engineers ran away, only to stop as they saw a metallic figure drew out a pair of metal claws. Reed looked at the surveillance records in shock.

"Your men in the hanger are already becoming intimately familiar with the resurrected X-men!" Tony said.

The X-men had returned, but different. Each one was a cyborg, preserved flesh contained within a metallic shell. But unlike the Iron man armours, they moved like humans. Their faces were expressionless, but they still fought with the same abilities and tactics as their namesakes. Cyclops's eyes were covered by a silver version of his visor, optic blasts flying from it. Angel sported a pair of metal wings. Nightcrawler had three fingered hands and three toes, and even a prehensile tail. He disappeared in bursts of purple smoke, smashing heads against walls. Wolverine was as short as he always had been, his head was shaped to resemble his hair cut and his body repaired itself even after damage. Dazzler and Psylocke both had female shaped bodies, the latter had wires of purple hair sticking out of the back of her head, and wielded a pair of purple energy sabres. Beast's form was blue like Nightcrawler's and the unique body shape the original had.

"X-men, you call them the X-men?" Reed asked, looking at Tony with doubt.

"They are, in both body, mind and spirit, they are the X-men in every way that counts. But more than that, they're Avengers!" Tony said.

"Avengers, bah, an outdated and utterly useless concept, fight to protect or avenge the innocent, how can you when you have all those rules holding you back?"

"But that's always been the beauty of our Earth Reed, what you didn't see, we were the kind of people who were willing to kill to protect the innocent, or avenge them, but we wouldn't turn into complete monsters to do it," Tony explained.

Outside of the ship, the smaller frigates of the city were suddenly slammed together. The cyborg Giant-man grabbed and tore ships open. His body resembled a metallic version of his Giant-man suit, and his head resembled his Ant-man helmet, with glowing red eyes and antennas sticking out of the back. A smaller, bullet like cyborg flew into the fighter ships, blasting holes in their pilots and flying out. The cyborg Wasp's form resembled her second black and yellow costume, her wasp wings were metallic and a rocket pack propelled her forward, like Giant man, her head was based off of the Ant-man helmet.

"I find that ironic, considering the kind of team mates you had, and considering what they have become," Reed said.

"That's rich coming from you Richards," Tony countered.

On the engineering deck, both guards and engineers were faced with a great resistance force. An energy shield slammed into faced, returning to the arm of the cyborg who wielded it. The Cyborg, of rather the resurrected shell of Captain America, sported the familiar blue, red and white colours, the familiar helmet with the A engraved on it, covered a mouth less face and glowing white eyes. A more feminine shaped cyborg suddenly landed on one of the guards, breaking his neck. The resurrected Black Widow had a feminine face plate and red hair, sported her symbol on her chest and had the cartridge styled gauntlets grafted onto her wrists and heels. She jumped, widow biting four guards at once. A billy club slammed into the heads of several engineers, rebounding off of the walls until returning to its wielder. The Cyborg Daredevil's body was red, black and silver, and had no eyes, the iconic D's were engraved on its chest and a small pair of devil horns were on its head.

"Engine room secure, dickhead," Black Widow said.

"Yeah, Nat hasn't quite forgiven me for bringing her back, which kind of makes me wonder how Hawkeye will react," Tony scratched his head sheepishly.

"You really think your army of copies will be able to stop us?" Reed asked.

"Oh I don't think Tony, I know, that anything could happen. Maybe your little bomb works, maybe it wipes that Earth out, or maybe our Earth is destroyed, but when that does happen, it'll all fall back on you and Fury. On whatever Earth, there is no version of this where we all say 'all right, you did what you had to, lets carry on'. We may not be able to save the Earth, but we'll damn well avenge it, and that's the beauty of our Earth, we do things other versions of us wont...which means our avenging, will be a lot more brutal!"

Tony slid his face plate down an fired his Uni-beam, hitting Reed and throwing him off of his command chair.

"FIRST KNIFE!" Reed yelled to his bodyguard.

The agile and brutal combatant jumped towards Tony, only for a cloak to appear in front of it. The Thing, Reed's Ben Grimm emerged from the portal, punching the first knife in the face. Reed narrowed his eyes as the Thing, Invisible Woman and Hulk emerged.

"Clobbering time," Ben growled.

"HULK SMASH!"

The Gamma charged Hulk jumped at Reed, grabbing by his neck and throwing him through the wall, and out into space.

"Hope to see you never Reed," Sue said as she sealed the breach.

"Ship secure, hacking weapons now, targeting ships of the city, open fire," Tony commanded.

Reed floated in space, watching in shock as the weapons of his capital ship were turned against his allies.

* * *

**Earth 1610-Fading light**

Sven looked at his older counterpart in shock. The man seemed so casual in what he had suggested. Despite his request to his girlfriend, breaking up the fight was more difficult than it seemed. It was as if the fight was forced to keep going.

"You know what'll happen if you do that," Sven said.

"Better for me to cease to exist, than for there to be another world in which my wife and child didn't make it," Aeon said.

"You mean..."

"Yes Faith, I've been where Sven is right now, I lost you and Thane, or rather they were both taken from me. A loud of other people died too, and everything I did to protect them failed, I know there are some things beyond your control, but this, this isn't beyond mine. I can help you save your world, and be with your wife and son," the man explained.

"Except, everyone on your Earth will have lost you, Carol, all of your friends and family," Faith said.

"They'll be in pain for a while, but ultimately they'll understand why I did it, this is the only way," Aeon said.

"No, not the only way," a voice said above the trio.

The two Sven's and Faith looked up. Floating there, clad in her red and black Ultimate's uniform, was the Scarlet Witch. She levitated Quicksilver's body beside her and floated into the middle of the group.

"I know how to save the world, I am a nexus being, I control not just probabilities, but all of reality. My abilities are virtually the same as Magician's, he broke our world apart, let me be the one to bring it back together," Wanda explained.

"No!" a voice growled above them.

Aeon slid his helmet across his face and narrowed his eyes at Magician. The man had revealed his true self, a brown haired version of the armoured Beyonder.

_**"Let's continue this after we're free of interruptions," **_Aeon said.

* * *

**Earth 1610-After Ultimatum**

He was a killer, that was how Tony felt about himself. After chasing Ghost from one end of the world to another, recovering his stolen armours and killing Ghost, his grandfather, and Justine Hammer, he ended up in a bar. He didn't even know or care what the name of the bar was, only that they served something he could get drunk on, and they didn't mind him talking to his own head (it was a long story even he had trouble figuring out sometimes).

"Here's to us Tony, the futurist," he said, before tilting the contents of his glass down his throat. "The genius who took a metal suit into a fight with Magneto, the futurist who couldn't see a disastrous registration act coming, the hero who saved...well, actually he didn't save that much," Tony shook his head, staring at the alternate version of himself (or the head of one anyway). "Was your life as disastrous as mine? Did you get a cancer you can't seem to die from, an ego that can't be satisfied, an armour that's meant to protect but actually can't protect at all?"

"It could be worse, you could be like my Iron man," a voice said to Tony's left.

He looked at the young man standing in front of his table. He had dark hair and was dressed in black clothing that included fatigues, a jacket and gloves.

"Listen I'm kind of drunk so if this is to do with super heroing, I'm out!" Tony said.

"Not an option I'm afraid," the teen said.

He took an injection gun out of his pocket and suddenly stuck it into Tony's neck. The billionaire suddenly vomited onto the floor. Tony coughed and then raised his head.

"Wow, that feels great, there are hangover cures in your world?" he asked.

"Actually," the youth began, taking a seat and turning the alternate Tony head away from him. "That'll fight off the effects of the drinking and whatever else you've been taking, just until I can say my peace, then you can have your killer hangover and afterwards get to work," the teenager explained.

"Okay, I feel like I took speed and coffee, what exactly did you give me?" Tony asked.

"Pay attention!"

Once Tony was quiet, the youth continued.

"I didn't just come to you from another world, I came to you in the past, I've traversed time and reality to see you Stark."

"That's no surprise considering I've been talking to my own head for a while now," Tony said.

"My name's Virgil, Mr Stark, and I've come to you with a warning, in a few years, your Earth is going to crash into another Earth, and you will be the only thing standing between Reed Richards and the destruction of a world that still has yet to meet its marvels!"

Next Chapter 17: Battle for reality part 3: Dark Aeon and evac

* * *

Virgil finally enters the battle, hope everyone enjoyed the chapter. Some info below

Marvellous World: The world that will be the focus of a future story one day, it doesn't yet have famous super heroes in it, but it has faced its struggles and has its own protectors:

World Disaster Response Agency: An organisation established to respond to disasters of the kind that has affected the marvellous world. In secret however it is a branch of another organisation.

Watchers on the Wall: Commandos with special abilities, or who have been enhanced some way. Howler leads them, he fought alongside the Invaders and is the younger version of an important Marvel character.

Peggy Carter: Director of the WDRA, was part of the scientific reserve and fought in World War 2, fell in love with Captain America, took an experimental super soldier serum that slowed her aging.

The Iron Ultimates: based off of the idea presented in the Earth X series, in which Tony made robotic versions of dead Avengers. These Ultimates were bought back with the Jocasta project and upgraded with Stark tech. Design wise they resemble the Cyborg ninjas from the Mortal Kombat X series, with colour schemes based on the Marvel heroes. They're not android copies, but the resurrected versions of the dead characters.

Next time Dark Aeon of 610 continues to batter the heroes of that world, whilst the battle between the heralds and the Avatars continues.


	17. Chapter 17

Disclaimer: I don't own Marvel comics

* * *

Ultimate Aeon Origins Reboot

Chapter 17: Battle for reality part 3

**Earth 610**

Dark Aeon they called it, or as Coulson liked to think of it as something S.H.I.E.L.D. really didn't need right now. The armour closely resembled the kind that the 'travellers' Sieg and Muga had used. Coulson narrowed his eyes as the Red Wing drones recorded the very one sided battle between this new super human, Talon and the alternate Spider-man. Talon dragged her claws across the armour, but the man simply grabbed her by her neck and picked her up. The alternate Spider-man however seemed to fare much better, his enhanced strength at least made Dark Aeon flinch. But every time Dark Aeon blocked a strike, Phil could see that it hurt the Spider-man. Purple flames swept over Dark Aeon's hands as he delivered a flurry of punches to the Spider-man's chest and head. The flames burnt away some of the man's mask, revealing a face with a close resemblance to Miles Morales.

"Aaron Johnson, this is exactly what Miles needs," Coulson muttered.

He cringed in sympathy as Dark Aeon kicked Aaron in the chest, throwing him in front of Miles.

Miles looked at Aaron in shock, true, he had been to other Earths, but he didn't expect there to be a world where Aaron was Spider-man of all people. He was even more shocked when Aaron got back up and fought again. Aaron tried firing a web line at Dark Aeon, only to be pulled into his fist. Dark Aeon slammed his knee into Aaron's shoulder, and began punching him in the face several time. Suddenly, he felt a prick at the back of his neck. He grabbed Miles, lifting him up in his invisible form. The boy's cloak faded and he struggled under the man's grip. Dark Aeon dangled Miles's legs off of the floor, and kept his foot on Aaron's throat.

_**"RRRRRAAAAAAAAGH!" **_the berserker yelled so loudly that the glass around him shattered.

He suddenly dropped Miles and stepped off of Aaron. Dark Aeon gripped his head and yelled again, the jaw of his helmet opening like a wild animal. His eyes began to flash as he looked up, seeing several costumed figures floating over him. On a metal platform was Nomi Blume, clad in a blue trench coat as the mutant heroine Polaris. Next to her stood Hisako Ishiki, AKA armour, clad in a yellow and blue jumpsuit with a red 'A' on her belt. Flying beside them was Missy Kallenback, wearing her Nova helmet and uniform. Dark Aeon's eyes then dropped to the ground, where the X-men of this world stood. Led by veteran Colossus, all of the members wore blue and yellow suits with black X's on their belts. Alongside Colossus were Warpath, Magma, Link, Micromax and the Stepford Cuckoos.

"Back away from them," a voice growled behind Dark Aeon.

A growl escaped Dark Aeon's jaw as he turned towards more mutants. Members of X-Force, led by Jean Grey. All of them wore black suits with silver highlights. Joining Jean was Adrian Luca, AKA Nightshroud, Grant Alexander AKA Diamondstone, Aimi Yoshida AKA Jolt, Liz Allen Firestar and Derek Morgan Archangel.

"This is gonna hurt," Grant grinned, running forward, turning his fists into massive grey boulders.

"Alexander wait," Jean called out.

Grant slammed his fists into Dark Aeon, but widened his eyes as he gripped the sides of the boulders. Red markings began to spread across the rock, passing to Grant's skin. Diamondstone suddenly changed, turning into a rock golem. The stones turned black, like charcoal, but nowhere near as brittle, and red light glowing across them.

"Great, this just got real complicated real fast," Adrian Luca muttered.

* * *

**Earth 1610-Clash of heralds**

On another Earth, Cade was in full control of himself, and he fought a devastating battle in the clouds. He and Dominus clashed again and again, slamming energy blasts and fists together. Cade tackled Dominus, pushing against his head as they flew downwards. An island had long been abandoned, and the volcano there was inactive. Cade threw Dominus, and hit him with a blast from his eyes. The beam sent the herald flying into the volcano, triggering an eruption. Cade looked down at the crater left from the explosion, and huffed as Dominus flew back up towards him. The herald glared at Cade, and then released a blast from his mouth. Except it wasn't energy, the man was generating, and forming tidal waves of Gah Lak tus swarms. Materialising a pair of scythes, Cade began cutting through the swarms, destroying as many as they could before they began to overwhelm him. He twirled the scythes between his hands, batting aside each drone.

"Galactus, must feed, WE ALL MUST FEED!" Dominus yelled.

He flew in close to Cade, punching him across the face. Cade quickly recovered, slamming his elbow against Dominus's cheek. Dominus gathered energy into his hand, then bought it to Cade's chest. The resulting blast threw Cade back, the bearer of justice's spirit looked up, seeing the main ship of Galactus beginning its entry into Earth's orbit. Dominus flew up towards the ship, leaving Cade to defend himself from the swarms.

"I will finish what Galactus started, I will destroy the Earth," Dominus said.

The herald got closer and closer to the ship, and the equipment he needed to continue feeding on the planet. He stopped however as Silver Surfer and Phyla appeared in front of him.

"You're not taking another step forward," Phyla said, raising her sword.

Dominus smirked, as tentacles began to stretch out of the ship.

"No, I thought Galactus was dead," Phyla said.

"Fool, Galactus cannot be stopped, even with the sacrifice of a lowly mutant, NOW DIE!" Dominus yelled.

He flew forward, gathering energy into his hands to form a drill. Suddenly Silver Surfer swung his board around, bashing Dominus across the face. The cosmic powered heralds glared at one another, before firing their energy blasts together. They flew across the sky, up into space, leaving trails of green and silver particles behind them. Norin surfed across the energy waves Dominus controlled, bringing the front of his board into Dominus's chest. He then span around, throwing Dominus further down towards Earth. There, Cade waited, flame like energy coating his scythe. He swung the weapon around, creating a gigantic blade that sliced through Dominus's back, cutting him in half. Gah Lak Tus drones began to crawl out of the two parts of Dominus. They began putting him back together, like a sewing kit. Silver Surfer and Phyla both unleashed the power cosmic on Dominus, and Cade wildly launched energy blade after energy blade, cutting the herald into even more pieces. Finally, when the dust settled, nothing of the leader of the heralds remained. The three then looked towards Galactus's ship, as it crashed into New York.

* * *

**Heralds vs. Avatars**

Ghost Rider, spirit of vengeance, it moved like its host Felicia, pouncing like a cat and tearing into enemies with claws of fire. Airwalker sliced back at Felicia, cutting her in half. She fell to the floor, only to latch her chains onto Airwalker's legs. She passed hellfire through the chains, using fire so hot it turned Airwalker's armour orange. It also began to melt through his legs. Angered by her actions, Airwalker stabbed the staff end of his scythe through the Rider's back. He then released an air blast, throwing Felicia like a rocket into a nearby construction sight. Satisfied that she was dead, Airwalker moved towards his next target.

"Earth is my home, no matter what version of it it's become, and you're only going to blow it up, over my dead body," Rick explained.

He was punching Terrax repeatedly across the face, avoiding blasts from Stardust as well. Rick narrowly avoided Terrax's axe, and kicked him across the face. He crossed his arms together, blocking a blast from Airwalker. Terrax raised his hands, bringing rocks up from the ground, hitting Rick in the back repeatedly. Airwalker and Stardust then fired energy blasts from their weapons, knocking Rick through several buildings. Above them, two gods of fire fought, Firelord and the Phoenix. Firelord grabbed Phoenix by her neck and waited for the other heralds to fly to their level. He released her, allowing Stardust and Airwalker to hit her with energy blasts. They struck her in the back repeatedly. Terrax then pointed his axe at the Phoenix. Rocks suddenly slammed against her body, and then threw her into the ground, burying her.

* * *

**Earth 1610-the frontline**

"Demons, had to be demons," Hawkeye muttered.

He fired one arrow after another, ducking as a demon flew over him. Mac and Hunter fired bursts from their rifles, whilst Bobbi fired a pair of icers at the air. Wonder Man was using his own body as a shield to protect Fitz and Simmons. Quake fired shockwaves at the air, being careful not to hit the West Coast Black Knight. Dane Whitman sliced apart demons with his energy sword. Jimmy beheaded two valkyrie, then took a blast to his back. A bulky looking demon stood over him, only for a blast from Bombshell to push him away.

"There's too many," Kitty said.

"NO SHIT!" Hawkeye muttered.

"They've got us surrounded, how are we supposed to stop them?" Miles asked.

"This is just a distraction," Jessica said.

She pointed at the sky, showing everyone the other Earth.

"This situation is looking extremely hopeless," Spider-woman of Earth 65 said.

The heroes of the Multiverse continued clashing with the demonic forces. In space, the reunited original heroes of the universe stood their ground. Tony had taken control of the weapons systems and used them against the remaining City forces. Cyclops and Cap coordinated a defence with the remaining fighters. On the other Earth however, Spider-man crawled out of the rubble from the VTOL. Parts of his costume were town, and in the distance he could hear fighting. He checked over his web shooters, and then began making his way towards the fighting.

'Where are you Fury?' he wondered.

A demon suddenly flew past him, missing its own head. Peter widened his eyes, seeing a multitude of soldiers fighting, and falling to the demonic forces Fury had dealt with. Howler fired shots from his rifle, ducking to avoid the flying demons. The bat like creatures swooped towards him, only to have their wings shot. One landed by Dugan, who bought his foot down on the creature's neck. He cocked and fired his shotgun again and again, blowing apart demons when they approached him. When one demon flew towards Dugan's back, Peter immediately hit him with a web ball.

"Who the hell is that supposed to be?" Dugan asked, seeing Peter jump into the fray.

"Don't look a gift horse in the mouth," an agent said.

He was unfortunately caught in the brunt of a fire blast. The blonde haired agent beside him narrowed his eyes at the creatures, before drawing two swords from his back.

"This ain't a sword fight Wilson," Dugan said.

"Wrong, it's a super hero fight," the man grinned.

He ran, jumping from one flying demon to the other, each one. When jumping off of a sixth demon, he threw his right sword, hitting between a bulky demon's eyes. Across from him, an agent wearing a balaclava reached behind his back, folding out a bow. He drew high tech arrows from his holsters, sending the explosive projectiles flying into each creature he targeted. Wade stabbed a demon in the chest, then pulled a pistol out of his holster and gunned two more demons down. Howler shot two more demons, then looked towards Spider-man.

"What's going on here?" he asked the young man.

"End of the world, listen to me, somewhere in this desert there's a man from my world, he's got it in his head that destroying your world is the best way to keep ours alive, the bomb he has will drill its way into the core of your planet and then blow it up," Peter explained.

Howler said nothing, he understood exactly what needed to be done. Running through the sand, he kept firing his rifle at the demons until it was empty. Then he drew his pistol, and fired that until he came to a group of rocks. They provided a natural shelter from the sandstorm. At the centre of the rocks was a device the likes of which Howler hadn't seen before. He knew enough though to know that it was a bomb, and the man tapping at the console was preparing to set it off.

"Stop right there," he snarled, pointing his pistol at the back of the man's head.

"Figured some kind of defence force on this planet would respond," Fury said.

"Step away from the console," Howler commanded.

"So you can send it back to my Earth?"

"It's an option, but I want to exhaust every other resource before I consider mass genocide!"

"You don't think I didn't, for years I ran the world's biggest spy organisation, for years I protected my country," Fury said.

"Not the world?" Howler asked.

"American interests were world interests, this, it's for the good of my world," Fury said.

He suddenly swung around, grabbing Howler's wrist and bringing his knife towards his face. Howler tilted his head back, barely avoiding a slash that cut his left eye. As blood poured out of the wound, Howler pushed his pistol against Fury's chest, and then pulled the trigger. Nick widened his eye, unable to process what was happening to him. Howler took Fury's arm, then snapped it against his shoulder. He pried Fury's knife from his fingers, and then drove it through his neck. Nick Fury, general and director of S.H.I.E.L.D slammed back first into the ground. He looked up at his killer, a man whose slashed left eye would become useless once it healed. Howler took out his radio and contacted HQ.

"Carter, Fury here, I've secured the doomsday device," he said.

"Good job Nick, pop red smoke and we'll extract it!"

The Nick Fury of Earth 1610 smiled as blood came out of his mouth. He pulled off his eye patch, offering it to his counterpart. Nick Fury took the patch, confused by the man's actions. A few seconds passed and Peter ran in, looking at his Fury's body in shock.

"Damn it Fury, why did it end like this?" he asked.

Howler, AKA Nick looked down at his counterpart and huffed. There was nothing about the man's actions he could respect, and he hoped no one respected him if he ever made such harsh decisions.

'You probably spent all your life thinking you'd save the world, I suppose in a way, you did,' Nick thought.

He looked up at the sky, beginning to get a view of the other Earth.

'For now at least!'

* * *

**Earth 610**

Dark Aeon was outnumbered, but nowhere near outclassed. Having turned Grant against the other heroes, he left X-force to his thrall, and jumped at the X-men. Armour and Colossus both slammed their fists into his hands, he immediately flipped over both and heel kicked the back of their heads. Polaris drew several pieces of metal towards Dark Aeon, but he quickly bashed them aside. He rushed forward, running up Micromax's fist and punching him in the face. Dark Aeon landed, and then hit Warpath with an energy blast. Again he released an energy blast, throwing Nova out of the sky. Slamming his foot into the ground, Dark Aeon created a small crevice, trapping Colossus's foot. He jumped at the metal man, punching him repeatedly across the face. Colossus attempted to punch Dark Aeon, only for the creature to grab his arm, and bend it out of place. Piotr screamed in agony, and out of desperation backhanded Dark Aeon, throwing him into a wall.

"That's quite enough Mr Alexander, get a hold of yourself," the Stepford Cuckoos said together.

"You're harming your team mates Grant, get control of yourself," Jean said.

She and the Cuckoos severed the mind control, restoring Grant to his grey golem form. He swung his massive fist, punching Dark Aeon and throwing him down into the subway.

"How's that for a knockout?" Grant asked.

Suddenly, Dark Aeon burst out of the ground. He grabbed Grant by his arm and threw him into the Stepford Cuckoos. Shola and Jean both used their telekinesis, stopping Dark Aeon from advancing. Jolt, Firestar and Magma both hit him with their respective elements. Amara's own attacks trapped the monster in molten rock. Dark Aeon however burst out of the makeshift prison, raising his arms to protect his chest and face from Nightshroud's shadow blades and Archangel's wings. He grabbed Derek by his wing and hit Adrien, throwing both boys across the street. Jolt and Firestar continued hitting Dark Aeon with blasts, giving Armour room to move in and punch him in the chest. Dark Aeon turned, ducking and dodging Armour's fist. He then grabbed her arm and threw her over his shoulder, slamming her against the ground. Then he hammer threw her, sending her flying into Micromax.

"He's too tough," Jean said.

"Now would be good time for some Phoenix force," Amara said.

"My connection to the Phoenix isn't what it used to be."

"Then let's try to break him out of this berserk state he's in," Irma suggested.

Phoebe and Celeste both nodded their heads. The Stepford Cuckoos and the Phoenix accessed their psychic abilities, and dived into Dark Aeon's mind. Their bird like avatars however shattered as Dark Aeon roared, his black eyes flaring as he pounded his fists into the ground. He unleashed purple lightning from his fingertips, causing the telepaths to yell in agony. When the smoke cleared, only one of the heroes was left standing, Miles.

"So you're under some kind of mind control, or trance right?" Miles asked.

Dark Aeon growled as he began walking towards Aeon. Purple flames gathered into his right fist.

"Whoever you are, you need to break free, look at everything you're doing," Miles said.

He closed his eyes as Dark Aeon threw his fist toward.

"WAKE UP!" Miles yelled.

Miles suddenly felt something strike his side, shoving him out of Dark Aeon's way. Aaron grinned, before gasping for air. He had never been punched as hard as Dark Aeon punched him. He felt his ribs crack, and heart stop beating for a moment. The armour on his chest was completely shattered.

"AARON!" Miles yelled.

He caught Aaron as he fell, sleeping to his knees and supporting his uncle's head. Miles quickly jumped away from Dark Aeon, holding Aaron closer.

"I'm really glad, that I got to meet you Miles, I always knew that the Miles on my Earth would do great things if given the chance, I'm sorry I almost ruined yours," Aaron said.

"Except you didn't, you're not my uncle, although it would have been cool if you had been," Miles said.

"Yeah, it would have been," Aaron grinned.

Talon ran to her father's side, as the other heroes piled on top of Dark Aeon.

"Dad," she said, with a concern she never had for her world's Prowler.

"My little girl, so beautiful, so brave, you hit the big time in a way I didn't," Aaron said.

His body suddenly began to glow, drawing gasps from Miles and Cheyenne.

"Its pulling me back kids, I've got my world to protect!"

"What's pulling you back?" Miles asked.

"The Other, it wants to fight alongside the avatars, it wants to protect our world, I do too, before I die, I want to give everything I am to save my world and restore the original where you both reside," Aaron explained.

Miles and Cheyenne widened their eyes, as Aaron disappeared. Squeezing his hands into fists, Miles looked towards Dark Aeon. He let out a yell and ran at the armoured man. Miles jumped, avoiding his energy blast. He then tied webbing around Dark Aeon's neck, and pulled him upwards. He hit him with another web line, and pulled him into a kick. Twice he kicked him, then delivered four punches, before hitting him with two web lines and slamming his feet into his chest as he hit the ground. Miles quickly jumped away from Dark Aeon, who looked at his surroundings as several grenades rolled around him.

"That's for my dad," Cheyenne said, dropping the grenade pins.

The resulting explosion could be seen from half a street away. There, Ed and the Aeon of Earth 65 watched the fires.

_**"Good to see we aren't too late," **_Ed said.

* * *

**Earth 1610-Avatars triumphant**

The heralds of Galactus stood victorious, and they watched as their master landed a ship in the middle of the city. It decimated the surrounded area, and began to generate a storm of energy. Terrax stood atop his asteroids, grinning, for the final triumph of their forces was approaching. His eyes then crossed over the ground, where a light appeared on the streets. Aaron appeared, looking up at the Heralds.

"I accept, I accept you, Other," he said.

Suddenly, spider legs burst out of his back. He grit his teeth together as his back muscles expanded. His clothes began to tears as he grew bigger and taller, fur covering his body. More eyes appeared across his face, and his jaw grew pincers like a spider's mouth. An extra pair of arms burst out of his sides, tearing away the last bit of clothing. His transformation was complete, he had become the Other. Not only did he see through the eyes of every arachnid in the city, but he was also the very embodiment of the web of life on this world.

"Another insect to squash," Terrax huffed.

He waved his hand around, sending several rocks flying towards Aaron. Moving faster than he ever had before, Aaron darted from one place to another, web swinging, jumping and rebounding off of the very projectiles Aaron threw at him. He saw the concern on Terrax's face as he began to get closer, and relished in it.

"I am still a warrior, I don't need the power cosmic to split you apart," Terrax said.

He swung his axe at Aaron, only for him to twist in midair, narrowly dodging the blade. Aaron grabbed Terrax with his spider legs, and used his extra arms to keep Terrax's axe at bay. A stinger slid out of Aaron's wrist, and span like a drill as Aaron stabbed it into Terrax's neck. The herald widened his eyes in horror as his rock like form began to fall apart piece by piece.

"Poison that effects even those whom wield the power cosmic, this world is ours, WE WILL NOT LET IT FALL!" Aaron yelled.

His proclamation echoed through the streets. With renewed vigour, the heralds stuck back. In a flash of fire, Phoenix burst out of the ground. She spread her wings of fire, expanding them until they were as large as billboards. Stardust let out a scream as the wings of Phoenix clapped, with the herald trapped between them. Silver blood leaked out of the wings, boiling and evaporating completely. Firelord raised his staff, preparing to resume his fight with the Phoenix. But then, a gigantic beam flew out of the building next to him, throwing him across the city. Rick emerged, having created a giant cannon from his own body.

"Impossible, we wield the power cosm..." Airwalker never got to finish his words.

A wrecking ball from a truck slammed into his back, knocking him in the same direction Firelord was thrown. Only this wrecking ball was in fact a gigantic flaming skull. The tracks of the truck were covered in flames, and the alloys had turned into bones. In the cockpit, the top half of the Ghost Rider operated the crane controls, whilst its legs pushed the pedals.

* * *

**A desperate evacuation**

Polaris and Magneto were screaming in pain, the sheer strain the use of their powers put on their bodies, was agonising. Father and daughter held hands for support, to draw strength from one another. Slowly, the fortress rose and the mutant citizens that Magneto had gathered, looked at the battle taking place across space. They watched in awe as heroes from across time and space protected them.

"It's working, finally its working," Howard Stark muttered.

"And failing!"

Howard turned towards the new arrival. Stood there was Rogers, holding up an energy shield.

"I knew you had betrayed us Stark, I KNEW IT!" Steve yelled.

Howard opened the palm of his hand, but Steve beat him to it. He threw a disc shaped device at Howard's chest, activating an EMP pulse that disrupted the Iron man armour. Barely capable of moving, Howard was helpless against Steve's relentless assault. He slammed his shield into Stark's cheek, slicing it open. Crashing the shield down on Howard's elbow, he broke the man's arm, filling the halls with his screams. Brotherhood members came in to protect their ally, even baseline humans tried to grab and pin the general. Rogers's fury was merciless, as he punched and kicked his way through Howard's protectors, breaking necks and other limbs.

"Damn it Rogers, we're trying to salvage AAAAAGH!" Howard screamed as Steve slammed his shield into the back of his knees, breaking both legs.

"You damned race traitors, all of you, have you forgotten WHAT THEY TOOK FROM US!" Steve yelled.

He kicked Howard across the head, seemingly knocking him out. Steve looked towards Magneto and Polaris and then began running towards them. An optic blast suddenly flew into his side, knocking him into the wall.

"I'm not letting you anywhere near them!" Cyclops snarled.

Steve got off of the floor, deflecting Cyclops's next blast into his leg. He then threw the energy shield, breaking apart Scott's visor. Cyclops opened his eyes, releasing his optic blasts in short and low level bursts, hitting Steve's armour. He ricocheted one of the blasts, hitting Steve in the back. Steve grabbed Scott's head and pushed him against the wall. He turned his head in Polaris and Magneto's direction, and tried to pry his eyes open. When Scott fought back, Steve kneed him in the chest.

"I won't rest until I'd wiped every last one of you out, you disgusting abominations," Steve said.

"What are you then," a voice retorted.

An energy blast threw Steve off of Scott. Standing at the doorway, was Havok.

"Don't touch my brother again," he said.

He fired another blast, hitting Steve in the chest. Havok quickly crossed the distance between himself and Cap, delivering a hard punch to his face. Scott kicked Steve in the chin, and then fired his optic blast, hitting Steve and dragging him across the floor. The Summers brothers fired their energy blasts, just as Rogers picked up his shield. The resulting shockwave threw all three back, each one slamming against the wall. Seconds passed and Steve got off of the floor, his ears ringing as he slowly walked towards Polaris and Magneto. Suddenly, he felt something did into his back, then he fell to the floor.

"Even as an evil bastard, you still never give up, I'd hate to think how you'd turn out if you were with Hydra," a German accented voice spoke from above Steve.

"Zemo," Steve growled.

"They bought me along with them, I knew they would need more minds to help figure out Galactus's ship, but I didn't think you'd actually try to go so far as to kill everyone left on Earth," Zemo explained.

"Not everyone, just them, damn it, what have you done to me?"

"Severed your spine," Zemo said, crouching over Steve and putting the knife to his throat. "A few decades ago, this would have satisfied me, a few years and I would have felt sorry for losing a worthy opponent, I was truly nothing without my hatred for you Rogers. Now though, the Ultimates deserve their place on the ash heap, and you're not even really my captain America, so your death doesn't bother me that much!"

Steve suddenly pushed a button on his gauntlet. Zemo turned him over, looking at the blinking light on his chest plate.

"What have you done?" Zemo demanded.

"Triggered a beacon, for the world's remaining Sentinel arsenal, if I can't know the pleasure of killing Magneto and his spawn with my bare hands, then I'll end it like this," Steve explained.

Zemo grabbed a hold of Steve's shield and activated the energy field. He looked at the blinking light and the shield. Then he imbedded the shield in Steve's chest plate. He stood up, looking down at Steve's body with no emotion on his face. Zemo helped Howard off of the floor, leaning him against the wall.

"Come on, we aren't finished yet Stark, we have a world to save," he said.

He led Howard to a window, showing him the fortress's approach to Galactus's home. Crews on the fortress began a docking sequence with the massive ship. Finally, both Polaris and Magneto rested, the former falling into Havok's arms.

"Thank you Alex," Lorna said.

"You're welcome," Alex said.

Their eyes met for a brief moment, neither able to understand the sudden attraction they had to one another. Blink and the other portals began to open portals, allowing the survivors on Earth to run to the safety of their new potential home. Lady Avalanche and Toad looked out of their windows, at the approaching Sentinel fleet. Energy blasts suddenly flew into the giant robots. The Infinity watch was still in the fight, hitting the machines as they fired at the Fortress and home. The Silver Surfer and Phyla then joined firing their own cosmic blasts at the soulless machines.

"Now this is particularly exciting," Loki said, looking up at the great battle from the moon. "But wait, we're about to reach the crucial point!"

The god of mischief grinned, as an image appeared in front of Earth, it was another Earth. From every side of the mirror, the true Earth, the dark Earth and the paradise Earth, the young world could be seen.

"This is it, it's the end! GAME OVER MAN!" Toad yelled.

"Can anyone hear me?" a voice asked over the radio.

"Who is this?" Howard asked.

"Its Susan Storm, occupants of the Home base and Fortress X, I have a solution for our predicament," the Invisible Woman said.

* * *

**Twenty years ago**

Young Susan Storm looked down at her brother Johnny. The baby boy was lying asleep in his crib. Their parents were in a meeting, Susan had been told to stay in her room, but she was a rebellious girl at times. She snuck down the stairs, looking through the gap of the living room door. Her parents were sat on the sofa, father had just made tea for a beautiful black haired woman, dressed in an odd green suit and brown jacket. Across from her, sat a dark haired boy, whose near emotionless eyes met hers.

"I'm glad you have such an interest in the Baxter foundation Miss Moy, but quite frankly the government hasn't even approved of it yet, what makes you think it will work?" Franklin asked.

"Educated guess, you're Franklin Storm, brilliance is in the genes," the woman said.

"What about you...what did you say your name was again?"

"Virgil," the young man said. "I think one of the focuses of the Baxter Foundation should be a project that Alyssa here has, a contingency in case it can't solve the world's problems," Virgil explained.

Alyssa removed a disc shape device from her pocket.

"Fascinating," Franklin said, admiring the holographic sphere that appeared in front of him.

"It's designed with its own atmosphere and is the exact size of the Earth, occupying its own pocket dimension with its own sun," Alyssa explained.

"It's called Nu-World," Virgil said. "And if the next generation can't fix the things your generation did wrong sir, this is humanities last hope!"

Next Chapter 18: Battle for reality part 4, a battle plan decades in the making

* * *

Hope everyone enjoyed the chapter, next time, Virgil's battle plans come into full effect, but there are still some snags.

Alyssa Moy: Former girlfriend of Reed Richards in 616, just as brilliant a scientist as he is, involved in a storyline that introduced the concept of Nu-World and the New Defenders/Fantastic Force.

Marvellous World Wade Wilson: Canadian special forces operative, loves swords, super heroes and chimichangas

Marvellous World Clint Barton: Goes by the moniker Hawkeye on the field, deaf, but incredible eyesight makes up for his loss of hearing, also makes him a great marksman.

Marvellous World Nick Fury: Based upon original Nick Fury, uses the alias Howler, founded the multinational military unit the Howlers, which later became the Watchers on the wall. Fought in world war two when he was younger and continued a life in the military.


	18. Chapter 18

Disclaimer: I don't own Marvel

* * *

Ultimate Aeon Origins Reboot

Chapter 18: Battle for reality part 4

**Nu-Earth**

There was a future, where the villains of the world banded together, to kill all of the heroes. As a result of the absence of heroes, Earth became a wasteland where people struggled to survive, under the oppressive rule of those whom sought to take on the mantle of the villains. An Old man, Logan was his name, lived in that hellish future. Eventually though, he family was ripped apart by the Hulks. That day, he gave up his pacifistic ways and popped his claws out for the first time in years. After taking his revenge on the Hulk, he took the surviving Banner Junior and went onto gather the descendents of famous heroes, as well as those who were courageous enough to take on the mantles. In time he found Susan Storm and Reed Richards, both of whom had preserved their bodies through suspended animation. When the world had run out of resources, when there was no hope left, the heroes banded together to find the people of Earth a new home.

Their mission took them into the past, where with the unwanted help of Doctor Doom and the Fantastic Four, were able to move the entire population of their future world to Nu-Earth. This artificial world was a creation of various corporations, but the idea of Allysa Moy, former girlfriend of Reed Richards. Neither Reed nor Susan were fortunate enough to see Nu-Earth, but the rest of the team lived on. They protect Nu-Earth as the Fantastic Force, or as others know them as, the New Defenders.

Virgil stood in front of Allysa and the unique team of time travellers. Biggest of them was Hulk Jr, a Hulk who retained the genius intelligence of a scientist, and even wore glasses. Others included Natalie X, a telepath and lover of Alex Ultron, a metal man who fortunately didn't share the facial appearance of his ancestor Ultron units. Lighting up the room was Lightwave, a descendent of Havok made entirely out of energy. Next to him stood his daughter Psionics, whose green hair was an obvious sign of the other genes that were in her family. Finally there was the Hooded man.

"Old man Logan," Virgil nodded his head, acknowledging the presence of a former teacher.

"Virgil, I see you came out of your shell a lot earlier in this timeline," Logan said.

"What brings you to Nu-World, and why can't I read your mind?" Natalie asked.

"Shields I designed," Virgil said.

"Not your powers?" Logan inquired.

"No, we don't have time for a full discussion, I need Allysa's help to build another Nu-Earth!"

"That's a pretty tall order," Allysa muttered, as the other Defenders looked at Virgil as if he was insane.

"You have a time travel device, I have a reality hopping device, trust me, we can reach it," Virgil said, then sat down and began to talk Allysa through his plan.

* * *

**Earth 1610-Renaisance period**

Leonardo Da Vinci was a fantastic inventor, and artist. But what very few people knew, was that he was the original shield agent, the man whom explored the extraordinary, and protected the Earth. The defenders of Earth had existed since the time of Imhotep, whom had beaten back this Earth's only invasion of the Brood. Leonardo had yet another experience to add to his journal, to be passed on to his students and their children after them. He sat in his study, drinking tea with a young man whom wore clothes that wouldn't be seen for another few hundred years.

"Fascinating," the man remarked.

"Indeed, the future is going to become a dark place, no matter what path nations take, the collision will happen," Virgil said.

"There's no denying that, and do you believe this shield can stop it?" Leonardo asked.

"At too high a cost, but here in the past, we can begin preparing little by little, build up an organisation, and agency with one purpose for one specific moment in time," Virgil explained.

"Indeed, and what did you want to call this 'agency'?"

Virgil placed a small flag on Leonardo's desk. It had on it two letters, A and F.

"Alpha Flight!"

* * *

**Earth 1610.2/Earth 2**

A variant, or perhaps side universe of Earth 1610, this world shared the same history, and many of the same events. This world of Marvel's began with the creation of the Human Torch Android, and went on a short hiatus until the twenty-first century. Like the previous world, it saw a rise in super humans with the rise of a Spider related hero, the X-men and four travellers whom had been endowed with powers.

This world's X-men differed in the fact that they were formed by Emma Frost. Confined to a wheelchair, she rolled through the corridors of the Frost mansion (in Boston Massachusetts) subbasement. Walking alongside her was Virgil, who was surprised by how familiar the structure of the mansion was, despite being in a different location. Emma also didn't dress as scantily as the one he knew, wearing more conservative white clothing.

"Good of you to turn off your inhibitor so I could verify your story Virgil, also your Emma's wardrobe, atrocious, one doesn't need to dress scantily to look attractive," Emma said. "And Mr Drake, try to avoid those thoughts in the future," she remarked as she rolled into the war room.

There, stood waiting were the Ultimate X-men of this world. There was Scott Summers, also known as Basilisk. The grey visor across his eyes wasn't built like Cyclops's, it had two ruby quartz eyes on it. He wore a black suit with gloves and grey gauntlets, a cowl covered the top part of his face, and black lines ran across the front and back of the suit, forming an X shape on Basilisk's chest. Second of the X-men was Betsy Braddock, in this world a mixed Japanese/British woman. Her hair was dyed purple and she wore a sleeveless black suit with purple lines across it, forming an X pattern on her chest, with elbow length gloves. Then there was Piotr Rasputin, Colossus, strange in the fact he had a beard. He wore the standard black suit but with red lines forming the X, his suit also didn't have sleeves, and black bands were wrapped around his wrists. Their Hank McCoy/Beast was in his mutated form, but instead of the familiar blue fur he had grey fur, his uniform exposed his massive feet and hands, and had blue lines forming the X pattern. Storm had her hair styled into a Mohawk, she wore a full bodysuit with silver lines forming the X, and a cape running from her back, to the silver bands on her wrists. Their version of Iceman seemed to permanently be in his ice form, using no costume, and having a much more serious expression than most Icemen had. Last of the X-men was a surprising addition, Sabretooth, his hair was short and he seemed to hold a more peaceful expression than the one Virgil knew of in his world. The suit he wore had a more orange tone to it, with brighter orange lines forming the X on his chest.

"It's very different from fighting the Goblin Queen, but not an unwelcome distraction, and the X-men are always willing to help," Emma explained.

* * *

This world's Richard Parker, was an expert in machine and organic symbiosis. Like the version from the original 1610, he was famous as a scientist, and for his tragic but shady death in a plane crash. Before his death however, he worked in Japan, falling in love with and marrying his lab assistant Mari. Continuing their work in America, Richard worked on cybernetics and cross species genetics, building an exo-skeleton he hoped would be the start to fixing the crippling physical damage bought on by injuries and even cognitive disabilities. Eventually Mari gave birth to a girl, whom they named Peni. By the time Peni was five, Richard's work had taken him into dangerous territory. To continue his work, he left Peni with his brother Ben and his wife May. When Richard and Mari died, Ben and May raised Peni like their own.

Growing up a mixed race girl was difficult for Peni, she was also intelligent too, antagonising other girls. She developed a sassy attitude and sarcastic sense of humour. One day she came upon some of her father's work, which led her to the Yoshida corp offices in America. There she learnt from Norman Osborn, his father's partner and best friend, that her father had created a working model of the Spider mech. A machine that had to fuse with the mind of the pilot, the spider mech had a fundamental flaw though, the cockpit was only small enough for a child.

On her way out of the lab, Peni was bitten by a spider. This genetically modified spider injected a single egg into Peni's skin. The spider that emerged possessed a consciousness. Through her telepathic link with the Spider, Peni learnt that it was the spider-mech her father built. Learning from the Spider that Shingen Yoshida, was planning to use the Spider-mech research for his malevolent ends, Peni sought to take the mech from the foundation. She succeeded in infiltrating the lab again, using her father's old pass codes.

Peni piloted the Spider, and kept the mech in an abandoned warehouse in Queens. For a while she carried on her daily routine, ignoring the telepathic advice of the spider, to intervene in various crimes that passed her by. One criminal she let go however, later killed Aunt May. Realising the truth of Ben's words; that with great power comes great responsibility, Peni took to piloting the Spider-mech. She became New York's greatest vigilante, second only to Daredevil and the duo of Moon knight and Squire. She had faced numerous super villains, including Hydro-man, the Iguana and her greatest enemy the green Oni. Recently however she had an encounter with copies of the spider-mech, by the end of this 'clone saga' her Uncle Ben had discovered quite a few things about her.

At their house in Queens, Peni sat in the kitchen with Ben. She was a short girl, dressed in a cheque skirt with stockings, a white blouse and black cardigan. Ben looked at his niece with pride in his eyes. For though he had previously rejected her, a heart scare, an a stint in hospital made him rethink his priorities.

"This is your home Peni," he told her.

"But, everything you said," Peni whispered, tears forming in her eyes.

"I was horrible, I should never have said those things, everything that happened that night, the robots, the Atlas agents. But then I really thought about it, and it makes sense, every time you were late, every time you made an excuse you were out there saving lives, and I am so proud of you for that," Ben explained.

They hashed out, and explained everything to one another. Ultimately, Ben and Peni's bond was stronger than ever.

"It won't last forever you know," Ben said.

"I know, who knows, maybe someone else will get in the Spider," Peni smiled.

The sudden chime of the doorbell drew Peni's attention. She opened the door, and there stood Virgil, alongside Atlas director Jimmy Woo.

"Miss Parker, this is Virgil, he has quite a story to tell!"

* * *

There was also a Fantastic Four on this world, their story was very similar to the one on the original Earth 1610. Five people whom were part of a think tank, developed a means of interdimensional travel, only to receive super powers. Four stayed on to become a team, and the fifth one became a super criminal. Horizon labs was the counterpart of the Baxter Building, and the technical counterpart of Franklin Storm was Max Modell. He had no children though, except a pair of protégés, Amadeus and Maddy Cho, both prodigies. His other fine, but less social student was Kristoff Vernard. The four of them developed an interdimensional ship that would be able to ride cosmic waves to other dimensions. On the maiden flight though, Maddy invited her best friend Frankie Raye and Amadeus invited his best friend Rick Jones.

The ship however could not control itself, and as a result, crashed back onto Earth. When the five emerged from the wreckage they had been changed forever. Like Johnny Storm, Frankie could light her body on fire and control temperatures. Similar to Ben Grimm, Rick was transformed into the bulky muscle of the team. His muscles expanded, grey armoured scales replaced his skin.. Maddy became a generator of Gamma radiation, resulting in her becoming a She-Hulk. Amadeus however was changed the most, and undoubtedly the worst by the cosmic rays. His body broke down, leaving only his brain, preserved with a telekinetic field.

Kristoff however was able to absorb and generate cosmic energy. Believing his power, intelligence and Latverian royal background gave him the right to rule, he created a suit of armour similar to Doctor Doom's. Rather than leave Kristoff be, the other altered four stopped him. Realising the good they could accomplish with their powers, the four became super heroes and developed costumed identities.

Within the modest lab of the four floor Horizon Lab's building, Virgil explained the situation to the four. Rick Jones, as the muscle of the team A-Bomb, required no costume. Amadeus was often called the 'Big Brain' and had built a containment suit. It was blue and black like the FF costumes, a silver dome shaped head contained his brain. Maddy as the 'Jade Giantess' resembled She-Hulk, and also wore a white and purple full bodysuit. The opposite of Frankie who wore a gold one piece bathing costume, with gold gloves and shoes, she had taken on the name Nova.

"Please, help me to save another world," Virgil said.

Each member of the four nodded their heads.

* * *

**Present Time-Earth 1610**

Magneto limped weakly through the corridors of the ship, Home. It was Galactus's home base, a place filled with technology light years ahead of Earth's. But it could only support the surviving populace of the Savage Land. It wasn't big enough for the survivors left on Earth, or indeed on the other mirror Earths. But a sliver of hope remained, when the voice of Susan Storm echoed through the radios. She and Virgil stood in a Quinn jet upgraded for space travel. Alongside them were the heroes of 616, Captain America, Thor, Hyperion, Mr Fantastic and Invisible Woman.

"Everyone, we have what we need to save the Earth," Sue said.

Portals suddenly began to appear, in the world of the dark mirror, in the paradise dimension, and in the true Earth 1610. Heroes and regular people alike looked up, astonished by what they saw between them and the other Earth. Ships emerged from the portals, massive ships, bigger than what the Kree had. All identical, all bearing the AF symbol.

"This is our Alpha Flight," Virgil said.

In the dark mirror world, Agent May stood on the deck of the incredible space station that commanded the evacuation fleet. In the atmosphere of Earth 1610, it was Carol Danvers in command of Alpha Flight, only she was dressed in a black and white version of 616 Carol's uniform. Through the portals, was the Nu-World of 1610. On that new world, Alyssa and the Fantastic Force worked on preparing this Nu-World for an imminent arrival.

"Alpha Flight, begin to evacuate the people still left on Earth," May commanded.

"Alpha Flight, link together and form a blockade," commanded Carol.

In the true world, the massive ships linked energy fields together, slowing the approach of the other world. On that world, Peter and the Howlers looked up at the sky in shock. Things had gone from red to gold in an instant. The Earth 1610 heroes could see it too, alongside their Multiversal allies.

"Wow, that's incredible," said the Peter Parker of Earth 610.

"But it's still approaching, it isn't enough," the native Hulk said.

Rogue slipped off her gloves and touched the Hulk's back. She yelled as his memories flooded through her mind.

"I can help hold the Earth back, but I need more power," she said.

Ben Grimm took hold of Rogue's hand. Her skin briefly took on a purple tone as she absorbed his abilities. Luke Cage and Son of Satan gave her their own hands to touch. Slowly, Rogue made her way through the natives of her universe. She touched Jimmy Hudson, Jean Grey, Shola, Hisako, Kitty, Sasquatch and other members of Guardian's Alpha Flight. Rogue's eyes glowed with the power of the heroes of 1610.

"Come on Tandy, stay with me," Cloak said, caressing the cheek of the girl he loved.

He looked up at Rogue, who offered him her hand. Tandy weakly raised her hand, only for Ty to grasp it.

"No, you'll die, I'm not giving up on you," he said.

"There's no other way Ty, we need to stop the collision, we have a way off this Earth now, but we need more time," Dagger explained.

"I am not moving on to another world without you," Cloak slammed his fist into the ground.

Tandy reached up, placing her hand underneath Ty's chin. She gently pushed her lips against his.

"I will always love you Ty," suddenly, she grabbed Rogue's hand.

"NO! NO LET HER GO!" Cloak yelled, taking a hold of Rogue's arms.

"Cloak, Ty, this is what she wants," Miles said, placing a hand on Cloak's shoulder.

He fell to his knees, running a hand across his face as he cried his eyes out. Armour of light suddenly covered Rogue's body as she took flight.

**"I've always thought of my powers as a curse," **Rogue spoke in the mind of all the assembled heroes. **"I always thought that having all these people in my head would break me, that they would turn me into a monster. Now, I feel all of the love you each had in you, and its saved me, I know what I am now!"**

She increased the speed of her flight. Going into the atmosphere.

"We'll back her up," the Hyperion of 610 said, taking flight with Power Princess and the Atomic Hulk.

"Goodbye Rogue," Kitty said.

She flew past the Maker's ships, and slammed into the new Earth. Using the energy and strength she had absorbed, Rogue pushed the planet with everything she had. The other three power houses joined her, both sharing the loud with her. A portal opened behind them, and 616 Hyperion emerged, joining his surprised counterpart.

"I've been scanning that other Earth, disasters are occurring across the planet, if they're not careful, they could break it apart," 616 Reed said.

"The plan was for just Hyperion to hold it back, to just slow the planet down a little," Virgil said.

"You didn't account for just how fast the planet would be moving," Reed said.

"They need more muscle, are there any other major power houses amongst the assembled heroes?" Steve asked.

"There are none, the avatars on the dark side of the mirror are too busy fighting Galactus," Virgil said.

On the surface of the other world, Rogue was screaming, hearing the terror every person on the planet was experiencing.

"There isn't enough time for one of the ships to pick up the bomb," Sue said.

"We need to make more time," Virgil retorted.

He looked out of the window of the jet, seeing Earth 1610 continually shift between its different forms and variations.

"If that other Earth is moving as fast as you say Reed, then we need that Galactus engine," he said.

"Good thing you called some backup for the Avatars," Steve muttered.

* * *

**Surface of the nightmare 1610**

A portal had appeared behind Galactus, whom was concentrating on fighting the Avatars and building his energy absorption engine. He fired blasts from his eyes, hitting the Phoenix and Rick out of the sky. Aaron jumped over ribbons of cosmic energy, trying to make his way up to Galactus. Ghost Rider slammed her skull into Galactus's face, knocking him back slightly. He fired a blast from his eyes, destroying the top portion of the 'hell bulldozer '. Portals suddenly opened in front of Galactus, and the heroes of Earth 1610.2 emerged.

"Hit him with everything you've got," Big Brain commanded.

Psylocke threw Colossus and A-bomb at Galactus, knocking him backwards. Jade Giantess, Nova and Storm then released blasts from their hands, striking Galactus's chest. The Phoenix and Rick released their own blasts, but succeeded only in putting Galactus on the defensive. He crossed his arms together and dug his feet firmly in the ground.

"It's not enough, we need more," Peni said.

"This is all that we have," Basilisk retorted.

Suddenly, Galactus screamed. Energy began to pour out of his neck, where Aaron had stabbed him.

"You feed like every living thing Galactus, which means your digestive system can be poisoned," Aaron snarled.

He stabbed his stingers through the back of Galactus's neck, and dragged them down. More energy poured out of Galactus's wounds, burning Aaron's skin. He yelled in pain, but continued stabbing through Galactus's skin, filling him with a poison that turned his skin white.

"Pitiful insect," Galactus growled.

He grabbed Aaron, and threw him past the other heroes. The Spider-man bounced and rolled across the floor, breaking many of his bones. A moment of silence passed between the heroes, before they continued their assault on the world devourer.

* * *

**Paradise dimension-Crumbling world**

The hands of both the Scarlet Witch and Magician were both glowing. With each movement of their hands, they threw energy blasts at the other. The blasts they fired reduced any object they hit into pieces. Aeon had formed an energy shield, and protected both Sven and Faith from the blasts.

"This place is literally falling apart," T'Challa said, widening his eyes as his counterpart was disintegrated.

"He doesn't care about maintaining the world anymore, so he's going to wipe it out," America Chavez said as she tore open a dimensional hole.

"YOU ALL NEED TO LEAVE NOW!" Wanda screamed as she hit Magician with a blast.

It made him fade like a ghost, but he quickly reappeared, appearing as big as a ghost. He swung his fist downwards, only for both Blue Marvel and Captain Marvel to punch him in the chin, throwing him to the floor.

"TO HELL WITH THIS! TO HELL WITH ALL OF IT!" Magician yelled.

He fired a blast from his eyes, consuming the surviving X-men.

"We need to go, right now, this place is seconds from fading out of existence," Blue Marvel.

"Why?" Carol asked.

"BECAUSE I AM DONE WITH IT! I'M GOING TO GO TO THE NEXUS! I'M GOING TO TAKE MY EARTH AND I'M GOING TO START AGAIN!" Magician yelled.

"Elliot, stop this madness," Captain America said.

"I am not Elliot, and I'm not the Magician anymore either, I am, THE BEYONDER!"

He fired a blast, erasing Cap. The Beyonder flew upwards, raising his hands and shattering the world around him. Bits and pieces of the world began to break off, leaving only a white void. The effect began to spread, prompting the 616 Ultimates to follow through with their retreat.

_**"Come with us, you can save yourselves,"**_ Aeon said to Faith and Sven.

"We can save our son, come on Faith lets go," Sven said as he joined Aeon.

Both men looked at Faith in confusion as she stayed still. She looked at her crying son and smiled. He stopped crying and nestled peacefully in her arms, as red symbols began to glow across her body.

"Sven, come on we need to go," Carol said.

The armoured man looked to where his girlfriend stood, urging him to come through.

"You have to go old Sven," Faith said.

"We're going with them come on," Sven retorted.

"I'm sorry, but we can't!"

Sven ran up to Faith and touched her cheeks.

"We are bound to this world, what will happen if we go back and there are already versions of us there?" Faith asked.

"We can't let fear stop us from surviving Faith, I am not going to give up," Sven said.

_**"Which means I won't either," **_Aeon said, as he placed his hands on their shoulders.

Their bodies were consumed by a red light, which spread across Aeon's armour. He had fused them into his own body, and he raised his hand, offering it to Wanda.

_**"You can survive too,"**_ he said.

Wanda shook her head, looking at the Beyonder defiantly. She flew forward, her hands glowing red as her hexes clashed with the Beyonder's bolts. The shockwave threw Aeon back, sending him flying through the portal.

* * *

**The growing darkness-Earth 1610**

Aeon yelled as he materialised in New York, slamming across the streets, leaving a trail of rubble behind him. He got off the floor, looking up at the sky, and the vibrating Earth tearing its way through the Alpha Flight blockade. His armour stopped its sudden glow as three sparks flew out of it. They materialised into the forms of Sven, Faith, and in her arms Thane. The family looked up in shock, and then embraced one another. Aeon looked away, reminded of what he had lost, what he had been unable to protect.

"I can't, I can't sense my counterpart, because we don't have counterparts here, this is our Earth," Sven said.

"We're finally home," Faith fought back a tear.

She kissed Thane's forehead and placed him in into Sven's arms. Then she threw her arms across Sven's neck and kissed him. Sven placed his hand behind Faith's back, returning the kiss with equal passion.

'Finally, we're all home,' he thought.

Suddenly, a knife slid through Faith's chest. Sven and Aeon stood in shock, watching the woman they loved fall to the ground, no final words, no pained scream, just blood leaking from her wound. The one who had taken her life, suddenly appeared before them. He twirled the knife between his fingers, grinning as his white hair seemed to shine in the sunlight. Aeon didn't recognise him, nor did Sven. Neither cared, they just looked at the woman they loved, and then at her murderer.

"Let's face it, you'll be so much more interesting without her," the white haired man grinned, before he disappeared.

Sven fell to his knees, looking at Faith and holding Thane close to him. He then looked up at the approaching Earth, and screamed.

* * *

**Marvellous world**

He heard it, the cries of so many people, people who even now were losing their loved ones. People were dying, and the world was in need of saving, even if part of the world had to break first. Marcus slowly hovered off of the ground, and took to the skies. He flew around the orbit of his planet, or at least the planet he had been sent to. In the distance, he saw the great machines of war, repurposed for taking billions of people off world. Yet this world, this marvellous world, was left only with heroes from other world's to hold it back. On the grounds of Incursion point, Marcus saw those heroes pour every bit of strength they had into holding the advancing Earth back. Two of them looked like him, and even had the same matching DNA. As Marcus slammed into the Earth, and added his strength to their efforts, the heroes looked momentarily at him in shock. But then they carried on, in particular Rogue, whom felt her powers burn through her body.

**Anna-Marie-six years old**

She was frightened, the brown haired girl had a very bad feeling. Her head was ringing, and she felt sick, yet she wasn't going to vomit anytime soon. That was all second however to the crisis that was going on around her. They had been on the road for an hour, not stopping for anyone. Anna looked out of the window, at people who needed help. There was more than enough room in her mother's jeep. She looked at the young blonde haired woman, and as usual she didn't have an ounce of pity in her eyes. Her second mum however was sympathetic, and Anna could tell she was crying. The blonde haired woman took a small moment to grip her hand.

"They're dying Raven," she said.

"We look after our own first Irene."

"I would stop and help mum," Anna said.

Raven ignored her adopted daughter and kept on driving. Irene rubbed her white eyes, she could see so much death, all those people they left behind would die, their future was all she could see.

"Mum, why don't we help those people, we have plenty of food, and plenty of space, mum why won't we help?" Anna asked.

"Enough Anna, I don't want to hear any more of that," Raven snarled, her eyes turning yellow for a moment.

Anna hugged her knees, resting her head on them. She suddenly gripped her chest, feeling an immense pain. Tears ran down her face, and she had no idea why.

* * *

Rogue screamed, energy surging out of her eyes. Her muscles bulged, expanding like the Hulk's. She pushed, using the telekinesis of Marvel Girl. The Hyperions slowly backed away, feeling themselves weakening.

"She's siphoning our own strength," the Hyperion of 610 said.

"It's more than that, I think she may be drawing from the power of every superhuman on this world," said the Hyperion of 616.

"She's willing to do whatever it takes, even if it means dying," Marcus whispered, overcome with admiration.

Rogue pulled away from the Earth, her body turning into pure light. The Phoenix wings appeared behind her and numerous faces appeared before her.

**"All of you, you've all inspired me," **she said.

**"Logan-your courage, Storm-your beauty, Charles-your kindness, Piotr-your strength, Kurt-your faith, Kitty-your free spirit, Bobby-your love!"**

Silver tears flew out of her eyes as she began to fade. With one last determined gaze, she willed the other Earth to move, giving it one final push. It didn't stop its descent completely, but it bought just a little more time.

On the surface of Earth 1610, Bobby fell to his knees. His tears froze, and he gripped his chest in pain.

"After everything we've been through, after all this time, those are your last words to me?"

He punched the ground, looking up as a green light floated in front of him. In that light, he saw Rogue's face.

**"You have meant everything to me Bobby, when I left Weapon X, I didn't have any joy in my life, the X-men taught me to be human again. But you Bobby, you were the one who taught me how to love again!"**

"MARIE!" Bobby screamed as the light faded.

He continued screaming, crying for a girl he loved, for his friend.

* * *

**WDRA Headquarters-Twenty minutes until collision**

Peggy looked at the chart, showing the projected course of their world. She was surprised the planet hadn't fallen apart. But thankful to whatever force had bought them more time. In the deserts, Peter looked up at his Earth, seeing that the distance between both world's had been lengthened. He walked up to the Anti-matter bomb and assessed the damage.

"So this thing would have wiped out our world?" Fury asked.

"Yeah, in fact, it still can wipe out a world," Peter said.

Again he looked up at the sky, at the slow moving Earth. He suspected what the reality hopper, Virgil's plan was, at least in regards to what would be done about their Earth.

"Our world wasn't meant to last forever anyway I suppose, not with the way we acted," he said.

"So you just give up on it?" Fury asked.

"No, if anything I want to be there, doing everything I can to save my world, I want to be with the woman I love," Peter said.

Fury lowered his head, looking at Peter with sympathy. The members of the Howlers looked at the bomb, widening their eyes as a black mass appeared over it.

"Cloak," Peter gasped, seeing the hero's face appear in the mass.

Without hesitation, Peter jumped towards Cloak, travelling with him and the bomb, back to their home. Hawkeye looked at Fury and made several hand gestures.

"I don't know if it's a good thing Clint, I don't know," Nick muttered, looking at where Spider-man and the bomb once stood.

He made a mental note, to remember that red and blue outfit.

* * *

**Earth 1610-Shattered heart, strengthened resolve**

Thane was screaming, it was a reminder of how different this world was from Aeon's. He remembered the day he lost everything he valued. Yet Thane was still alive, and for that he was thankful. The young man stood up, looked at his son and then turned to his older self.

_**"If we're anything alike, then I know exactly what you're feeling, because I've been there before," **_Aeon said.

"Then you know that I can't do this on my own," Sven said.

_**"But you did Sven, or at least I did, because I focused on something else."**_

"What was it?" Sven asked.

_**"A boy without his parents, a boy who needed someone to love him and guide him, to protect him, just like Thane needs you," **_Aeon explained.

"Focus on the boy, you say it like it's that simple, but what kind of father can I be without his mother?"

_**"Sieg, the boy I raised...my son, he said I wasn't like a father to him, that I was a father, I think that's a sign that I did something right!"**_

"You're stronger than me."

_**"I am you, or rather who you could be, but I actually envy you Sven, I've had to fight to search for hope," **_Aeon said and then pointed at Thane. _**"You're holding your hope right in your arms!"**_

Aeon turned, raising his hand and creating a portal.

_**"I'm sorry Sven, but I have to stop the Beyonder, I'll use the spirit realm to get to him...just...don't do anything rash, please," **_Aeon said, before he jumped through the portal.

Sven touched Faith's face and kissed her forehead.

"I'm sorry I failed you, I'm so sorry," he said, lips trembling as he held Thane.

Suddenly, red markings began to glow across Sven's body, covering both himself and the baby. Thane wailed, flailing his arms about as his body began to change into energy. Sven looked at his hand, it too was turning to energy and crumbling.

"WHAT! WHAT'S HAPPENING! THANE!" Sven screamed as Thane disappeared.

He looked at his legs and arms, they too began to fade. The energy consumed his body and ran up his neck. Sven Reilly let out one last scream, before he too disappeared.

Next Chapter 19: Battle for reality part 5, Snag in the plan

* * *

Hope everyone enjoyed the chapter, I felt the appearance of the Marvellous world Rogue fit with the 1610 Rogue's sacrifice, also Raven/Mystique, take a guess at who her disguise is based on :)

Ultimate X-men Earth 2: Cyclops goes by his Basilisk identity, Psylocke is on the team instead of jean Grey, and is romantically involved with Scott. Sabretooth takes Wolverine's place and Emma Frost is the professor. The team outfits are based on the All New All Different Uncanny X-men outfits.

Ultimate Spider: Peni Parker, first seen in the Spider-verse storyline, her Ultimate counterpart pilots a spider robot, like a cross between an Evangelion and Spider-man.

Ultimate Four: Amadeus Cho and his sister, Rick Jones and Frankie Raye, I figured Cho was as big a brain as Richards, so I made him a literal brain, Frankie Raye I included as a homage to the original Fantastic four.

Marvellous World Marcus: revealed as a Hyperion, the Incursion will define his character, and the role he will play in my future story Marvellous world.


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